MONTCLAIR, N.J., April 14, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) ("180 Degree Capital") provided the following update regarding its portfolio company holdings during the first quarter of 2025. 180 Degree Capital began building new positions in three publicly traded companies during Q1 2025, that it looks forward to discussing in future communications with investors. "As we mentioned in our press release on March 24, 2025, that noted the filing of our preliminary joint proxy stateme ...

Core Viewpoint - 180 Degree Capital Corp. has filed a preliminary joint proxy statement with the SEC regarding its proposed all-stock merger with Mount Logan Capital Inc., which is expected to create a new entity listed on Nasdaq under the symbol "MLCI" [1][2] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies with turnaround potential [3] Business Combination Details - The merger will result in shareholders of 180 Degree Capital receiving ownership in the new entity based on the net asset value (NAV) at closing, with Mount Logan valued at approximately $67.4 million at signing [1][2] - The merger agreement includes plans for a proxy statement and registration statement to be filed with the SEC, detailing the business combination and related matters [5] Management Commentary - The CEO of 180 Degree Capital expressed optimism about the merger, highlighting the potential for value creation and the positive performance of portfolio holdings in Q1 2025 [2] - The President of 180 Degree Capital noted significant outperformance of the investment portfolio compared to the Russell Microcap Index, driven by key catalysts [2] Future Outlook - The company anticipates additional value-creating catalysts in its portfolio leading up to the merger's closing [2] - Management plans to be active purchasers of 180 Degree Capital shares once the trading window opens following the filing of updated financial statements [2]

Core Insights - The Ademi Firm is investigating 180 Degree Capital for potential breaches of fiduciary duty and other legal violations related to its transaction with Mount Logan [1] Transaction Details - In the transaction, 180 Degree Capital stockholders will receive newly issued shares of common stock of New Mount Logan based on the net asset value (NAV) per share of 180 Degree Capital, with Mount Logan valued at $67.4 million at signing, subject to pre-closing adjustments [2] - Estimated pro forma post-merger shareholder ownership is approximately 40% for current 180 Degree Capital shareholders and 60% for current Mount Logan shareholders [2] - 180 Degree Capital insiders are expected to receive substantial benefits as part of change of control arrangements [2] Competitive Transaction Limitations - The transaction agreement imposes significant penalties on 180 Degree Capital if it accepts a competing bid, which may limit competing transactions [3] - The investigation focuses on whether the board of directors of 180 Degree Capital is fulfilling their fiduciary duties to all shareholders [3]

Core Viewpoint - 180 Degree Capital Corp. has announced a definitive agreement to merge with Mount Logan Capital Inc., which is seen as a strategic move to transition into an operating company and unlock value for shareholders [1][2][4]. Company Overview - 180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in undervalued small publicly traded companies [15]. - Mount Logan Capital Inc. has approximately $2.4 billion in assets under management as of September 30, 2024, which is expected to generate predictable fee revenue [5]. Business Combination Details - The proposed business combination is viewed as a unique opportunity for 180 Degree Capital to differentiate itself from other closed-end funds [2]. - The combination aims to shift the valuation from net asset value to operating metrics, potentially increasing the company's market valuation [5]. - The merger is expected to provide operational leverage and unique investment access through BC Partners, enhancing economies of scale [5]. Shareholder Support - Approximately 27% of outstanding shares are supported by large shareholders who have signed voting agreements or provided non-binding indications of support for the business combination [7]. Historical Performance - Since the inception of 180 Degree Capital, the company has made significant changes, including reducing operating expenses by 44% from $6.0 million in June 2016 to $3.5 million in December 2024 [8]. - The percentage of private investments has decreased from 86% in June 2016 to less than 1% in December 2024, while public investments have increased from 14% to over 99% in the same period [8]. Future Outlook - The management team expresses strong confidence in the future of the combined entity and believes the business combination will create long-term shareholder value [4][14].

Core Viewpoint - 180 Degree Capital Corp. reported its financial results for the year ending December 31, 2024, and highlighted a significant business combination with Mount Logan Capital Inc. that is expected to enhance shareholder value [1][2]. Financial Performance - The gross total return from inception through the end of 2024 was +205%, outperforming the Russell Microcap Index's +69% [2]. - In Q4 2024, the public portfolio gross total return (excluding SMA carried interest) was 7.8%, while the change in NAV was +5.5% [2]. - The change in stock price for Q4 2024 was +8.7%, contrasting with a -10.5% change over the past year [2]. Business Combination - The company announced a definitive agreement to merge with Mount Logan Capital, which is seen as a strategic evolution for 180 Degree Capital [2]. - Approximately 27% of outstanding shares are supported by large shareholders who have signed voting agreements or provided non-binding indications of support for the business combination [2]. - The leadership transition is expected to create significant value for shareholders, with a focus on long-term growth [2]. Shareholder Communication - A registration statement and joint proxy statement/prospectus will be filed with the SEC to provide detailed information about the business combination and its benefits [2][5]. - The company encourages shareholders to review the upcoming proxy statement and prospectus for important information regarding the merger [5]. Company Overview - 180 Degree Capital Corp. is a closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4].

Group 1 - 180 Degree Capital Corp's Board of Directors evaluated a non-binding proposal from Source Capital and determined it does not meet the criteria of a TURN Superior Proposal as defined in the Merger Agreement [1] - The Board reaffirms its support for the strategic business combination with Mount Logan Capital, believing it to be in the best interests of all shareholders [2] - The proposed merger is expected to provide unique and value-creating benefits as outlined in a joint investor presentation [2] Group 2 - 180 Degree Capital is a publicly traded closed-end fund focused on investing in undervalued small companies with turnaround potential [3] - The company aims to create value through constructive activism, leading to a significant increase in share price [3] - Mount Logan Capital specializes in alternative asset management and insurance solutions, focusing on public and private debt securities in North America [4] Group 3 - ML Management, a subsidiary of Mount Logan, provides investment management services and is registered with the SEC as an investment adviser [5] - Ability Insurance Company, also part of Mount Logan, reinsures long-term care policies and annuity products [6] - 180 Degree Capital plans to file a proxy statement and registration statement with the SEC in connection with the business combination [8]

Group 1 - Monteverde & Associates PC is investigating 180 Degree Capital Corp. regarding its proposed merger with Mount Logan Capital Inc. [1] - The estimated post-merger shareholder ownership for current 180 Degree Capital shareholders would be approximately 40% [1] - Monteverde & Associates PC has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1][2] Group 2 - The firm is headquartered in the Empire State Building in New York City [1][2] - Monteverde & Associates PC is a national class action securities firm with experience in trial and appellate courts, including the U.S. Supreme Court [2] - The firm encourages shareholders with concerns to contact them for additional information free of charge [3]

Core Viewpoint - 180 Degree Capital Corp. has received a press release and nomination notice from Marlton Partners L.P. and intends to address inaccuracies in the release while focusing on maximizing shareholder value [1][2]. Company Overview - 180 Degree Capital Corp. is a publicly traded registered closed-end fund that invests in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [3]. Proxy Solicitation - The company plans to file a proxy statement with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting of Shareholders, urging investors to read the proxy statement and related documents carefully [4]. Participant Information - The company, along with its directors and executive officers, will participate in the proxy solicitation for the 2025 Annual Meeting, with relevant information available in its filings with the SEC [5].

Core Viewpoint - Marlton Partners L.P. is advocating for significant changes in the governance of 180 Degree Capital Corp. due to the company's underperformance and persistent discount to net asset value (NAV) since Kevin Rendino took over as Chair and CEO in 2017 [1][2][3] Performance Metrics - Since 2017, 180 Degree Capital's net asset value has decreased by 37.3%, while its benchmarks, including the Russell Microcap, Russell Microcap Value, and Russell 2000 Indices, have increased by 59.2%, 70.5%, and 82.1% respectively [1][2] - As of November 2024, the fund's discount to NAV was at -26%, which translates to over $12.5 million in potential value for shareholders if eliminated [1][2] Shareholder Engagement - Marlton Partners first engaged with 180 Degree Capital in October 2023, proposing a Discount Management Program to address the NAV discount, but received an evasive response from the company [1][2] - A request for a meeting with the Lead Independent Director was ignored, highlighting a lack of engagement from the board [2][11] Governance Issues - The current board has not demonstrated accountability, with no independent director purchasing stock in over six years, except for a minor purchase by one director [2][11] - Marlton Partners is nominating three new director candidates to replace long-serving directors who have overseen the company's decline [12][13] Proposed Solutions - Marlton recommends implementing a formal proposal to provide shareholders an exit at NAV, which could include distributing publicly traded securities as a dividend in-kind [8][9] - The firm emphasizes the need for a binding commitment from management to return capital to shareholders at NAV [10][14]

Core Insights - 180 Degree Capital Corp. reported an average discount of approximately 21% between its estimated daily net asset value (NAV) per share and its daily closing stock price for November 2024, and 20% year-to-date through the end of November 2024, with a specific discount of 26% noted on November 29, 2024 [1][2] Discount Management Program - The Board of Directors has established two measurement periods from January 1, 2024, to December 31, 2024, and from January 1, 2025, to June 30, 2025, to evaluate the average discount between NAV and stock price [2] - If the average daily discount exceeds 12% during these periods, the Board will consider options such as expanding the stock buyback program up to $5 million, cash distributions, or other strategic alternatives [2] Performance Highlights - In November 2024, the NAV increased by approximately 26%, driven by the successful sale of Brightcove, Inc. for about $233 million, translating to $4.45 per share, compared to a cost basis of $2.55 per share [3] - The company actively managed its portfolio, increasing positions on weakness and monetizing its stake in Quantum Corporation, which saw a price surge from $2.96 to $21.77 per share [3] - The management and Board hold a 12.7% ownership position, indicating alignment of interests in driving stock price increases and shareholder value [3] Historical Performance - Since its inception in 2017 through November 30, 2024, the gross total return on public portfolio holdings was approximately +212%, significantly outperforming the Russell Microcap Index, which had a total return of +79% [3] - The decline in NAV of approximately 31% over the same period was primarily due to decreases in the legacy private portfolio, while public market performance has been the main source of value creation [3] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4]