Business Combination

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180 Degree Capital Announces Results of Special Meeting of Shareholders to Approve the Proposed Business Combination With Mount Logan Capital Inc.
Globenewswire· 2025-08-22 18:00
Core Viewpoint - 180 Degree Capital Corp. has successfully approved its all-stock merger with Mount Logan Capital Inc. during a special meeting of shareholders, indicating a significant step towards the completion of the business combination [1][2]. Voting Results - A total of 10,000,141 shares were entitled to vote, with 6,989,936 votes in favor of the Business Combination Proposal, representing 87.0% of the votes cast [2]. - The Deregistration Proposal received 7,006,449 votes in favor, accounting for 87.2% of the votes cast [2]. - The New Mount Logan Equity Incentive Plan Proposal was approved with 6,647,438 votes for, which is 82.8% of the votes cast [2]. Company Overview - 180 Degree Capital Corp. is a publicly traded registered closed-end fund that focuses on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [3].
Mount Logan Capital Inc. Announces Adjournment of its Special Meeting of Shareholders to August 29, 2025
Globenewswire· 2025-08-22 14:58
Core Viewpoint - Mount Logan Capital Inc. is in the process of a proposed business combination with 180 Degree Capital Corp, which will result in a new publicly traded entity named New Mount Logan, to be listed on Nasdaq Capital Market [1][2] Meeting and Voting Updates - The special meeting of shareholders was adjourned to provide additional time for shareholders to review a supplement to the management information circular, which includes revised terms of the proposed business combination [2][4] - The voting proxy cut-off time has been reopened, allowing proxies to be accepted until August 28, 2025 [3] Business Combination Details - An amendment to the merger agreement was made, increasing the shares to be received by 180 Degree Capital shareholders to 110% of its net asset value at closing, up from 100% [7] - The valuation of Mount Logan at signing was US$67.4 million, compared to its market capitalization of approximately US$49.9 million as of August 18, 2025 [7] Liquidity Programs - New Mount Logan plans to launch a tender offer for up to US$15 million of its common stock within 60 days post-closing, with an additional US$10 million in stock repurchases expected over the following 24 months [8] - The tender offer represents approximately 19% of the estimated closing merger value, with a premium of at least 46% to Mount Logan's estimated closing price of approximately US$1.70 on August 18, 2025 [8] Company Overview - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in North America [9] - The company also engages in sourcing, evaluating, underwriting, and managing loans and credit-oriented instruments to achieve attractive risk-adjusted returns [9]
WinVest Acquisition Corp. Announces Postponement of Special Meeting of Stockholders
Globenewswire· 2025-08-21 20:15
Group 1 - WinVest Acquisition Corp. has postponed its Special Meeting of stockholders originally scheduled for August 22, 2025, with a new date to be announced later [1] - The record date for the Special Meeting is set for September 30, 2025, and there are no changes to the location, purpose, or proposals to be acted upon [1] - Stockholders will vote on proposals related to the proposed initial business combination involving WinVest Acquisition Corp., WinVest (BVI) Ltd., Xtribe P.L.C., and Xtribe (BVI) Ltd. [2] Group 2 - The deadline for holders of the Company's common stock to submit shares for redemption in connection with the Business Combination has been extended to two business days before the new date of the Special Meeting [3] - Stockholders can withdraw previously submitted redemption requests at any time prior to the Special Meeting by contacting the Company's transfer agent [3] Group 3 - A sufficient number of stockholders have already voted to approve the proposed Business Combination, but not all conditions for closing have been satisfied, prompting the postponement [4] - WinVest Acquisition Corp. is a blank check company formed to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination [5] Group 4 - The Company, WinVest BVI, and Xtribe BVI have filed a Registration Statement with the SEC, which includes a Proxy Statement/Prospectus that has been mailed to stockholders [6] - Investors can obtain free copies of the Registration Statement and other relevant documents through the SEC's website [7]
BWR Exploration Inc. Enters into an Amalgamation Agreement with Electro Metals and Mining Inc.
Globenewswire· 2025-08-20 21:39
Core Viewpoint - BWR Exploration Inc. has entered into an amalgamation agreement with Electro Metals and Mining Inc. to create a new entity focused on critical metals projects, particularly a copper-zinc-silver-gold project in Quebec, while also consolidating its shares and raising funds through concurrent financing [1][3][4]. Proposed Transaction Highlights - The completion of the Proposed Transaction is contingent upon successful concurrent financing, shareholder approval, and regulatory approval [2]. - BWR will consolidate its shares at a ratio of one post-consolidation share for every 9.5 pre-consolidation shares, resulting in approximately 13.42 million shares outstanding post-consolidation [5][6]. - Electro shareholders will own approximately 74% of the new company, which will be named Electro Metals Corp. [5][6]. Financial Aspects - BWR aims to raise up to $1,500,000 through hard dollar unit financing at $0.20 per unit and up to $2,250,000 through flow-through common share units [6][15][16]. - The deemed value of BWR shares post-consolidation will be $0.021, reflecting a significant premium compared to the previous trading price of $0.01 [6][8]. - The Resulting Issuer is expected to have between 65 million and 70 million shares outstanding after the transaction [17]. Management and Structure - The new Board of Directors will consist of four nominees from Electro and three from BWR, with key executives retaining their roles in the new company [6][21][24]. - Daryl Hodges will serve as CEO, while Neil Novak will be President of the Resulting Issuer [24][25]. Company Background - Electro Metals is focused on the acquisition and exploration of precious and critical metals in Quebec, with a significant project near Rouyn-Noranda that has historical production [36][37]. - BWR is a junior exploration company with properties in Quebec, Ontario, and Manitoba, each requiring further exploration to elevate resource classification [39].
Mount Logan Capital Inc. Announces Filing of Supplement to Management Information Circular for its Special Meeting of Shareholders to be held on August 22, 2025
Globenewswire· 2025-08-19 21:37
Core Viewpoint - Mount Logan Capital Inc. is progressing with a business combination with 180 Degree Capital Corp, which will result in a new publicly traded entity named New Mount Logan, set to be listed on Nasdaq [1] Group 1: Business Combination Details - The business combination is scheduled for a shareholder meeting on August 22, 2025, to vote on necessary resolutions [1] - An amendment to the merger agreement has been made, increasing the share allocation for 180 Degree Capital shareholders to 110% of its net asset value (NAV) at closing, up from 100% [4] - The valuation of Mount Logan at signing was US$67.4 million, compared to its market capitalization of approximately US$49.9 million as of August 18, 2025 [4] Group 2: Liquidity Programs - New Mount Logan plans to launch a tender offer for US$15 million of its common stock within 60 days post-closing, with the share price set at the implied closing price based on the merger value [5] - Additional stock repurchases of US$10 million are expected to occur periodically over the following 24 months [5] - The liquidity program represents about 19% of the estimated closing merger value, with a share price anticipated to be at least 46% above Mount Logan's estimated closing price of approximately US$1.70 on August 18, 2025 [5] Group 3: Company Overview - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in North America [6] - The company also engages in the reinsurance of annuity products through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company [6][8] - ML Management provides investment management services to various investment funds and acts as a collateral manager for collateralized loan obligations [7]
Angel Studios Inc. Marks Milestone Toward Becoming Publicly Traded, Sets Meeting Date for Shareholder Approval
Prnewswire· 2025-08-18 13:00
Core Viewpoint - Angel Studios Inc. is moving forward with a business combination with Southport Acquisition Corporation, which will lead to Angel becoming publicly traded, with a special shareholder meeting scheduled for September 5, 2025 [1][5]. Company Overview - Angel Studios is a values-based distribution company focused on stories that amplify light, supported by approximately 1.5 million paying members from over 180 countries [10]. - The company has significantly grown its Guild membership from 222,000 to approximately 1.5 million [8]. - Angel Studios generated $87.4 million in revenue for Q2 2025, a substantial increase from $15.3 million in Q2 2024, with $39.4 million attributed to Angel Guild memberships [8]. Business Combination Details - The special meeting will allow stockholders of record as of August 1, 2025, to vote on the proposed merger [3]. - If approved, the transaction will close shortly thereafter, and the combined company’s Class A common stock will be listed on a U.S. exchange under the ticker symbol "ANGX" [5][6]. - Upon closing, Angel's Class A and Class C common stock will convert to the combined company Class A common stock, while Class B and Class F common stock will convert into combined company Class B common stock [6]. Financial and Operational Highlights - In the first half of 2025, Angel Studios raised $47.2 million to support its mission [8]. - The Angel App has seen an increase in installs, reaching 70.5 million as of June 30, 2025 [8]. - The leadership team has been strengthened with the appointment of Robert C. Gay to the board and the hiring of public company veterans Scott Klossner as CFO and Glen Nickle as CLO [8]. Advisors and Legal Framework - Roth Capital Partners and Lake Street are serving as capital markets advisors to Angel, while Oppenheimer & Co. is advising Southport [9]. - Mayer Brown LLP is acting as legal advisor to Angel, and Wachtell, Lipton, Rosen & Katz is advising Southport [9].
180 Degree Capital Corp. and Mount Logan Capital Inc. Announce Revised Terms of Business Combination in Response to Constructive Conversations with Shareholders
Globenewswire· 2025-08-18 11:30
180 Degree Capital's shareholders to receive shares of New Mount Logan based on 110% of Net Asset Value ("NAV") of 180 Degree Capital at closing, an increase from 100% of NAV New Mount Logan, together with its management, affiliates and related parties, commits to provide an aggregate of US$25 million for shareholder liquidity at or above the Closing Merger Value with US$15 million expected to be launched no later than 60 days from closing and the remaining US$10 million staged over 24 months (the "Liquidit ...
180 Degree Capital Corp. and Mount Logan Capital Inc. Announce Revised Terms of Business Combination in Response to Constructive Conversations With Shareholders
Globenewswire· 2025-08-18 10:00
180 Degree Capital's shareholders to receive shares of New Mount Logan based on 110% of Net Asset Value ("NAV") of 180 Degree Capital at closing, an increase from 100% of NAV New Mount Logan, together with its management, affiliates and related parties, commits to provide an aggregate of US$25 million for shareholder liquidity at or above the Closing Merger Value with US$15 million expected to be launched no later than 60 days from closing and the remaining US$10 million staged over 24 months (the "Liquidit ...
180 Degree Capital Corp. And Mount Logan Capital Inc. Provide Update on Proposed Business Combination
Globenewswire· 2025-08-15 13:00
Core Viewpoint - The proposed business combination between 180 Degree Capital and Mount Logan Capital is receiving strong support from shareholders, with over 57% of outstanding shares of 180 Degree Capital voting in favor as of August 14, 2025 [1][2][3] Group 1: Shareholder Support - As of August 14, 2025, more than 90% of the approximately 63% of outstanding shares of 180 Degree Capital voted in favor of the business combination [1] - In excess of 50% of the outstanding shares of 180 Degree Capital have been voted in favor of all other proposals scheduled for the special shareholder meeting on August 22, 2025 [1] - Mount Logan has received proxies representing votes exceeding the required thresholds to approve the resolutions necessary for the business combination [1] Group 2: Management Statements - Kevin Rendino, CEO of 180 Degree Capital, expressed encouragement regarding the strong shareholder support and emphasized the importance of collaborative work with Mount Logan for value realization [3] - Ted Goldthorpe, CEO of Mount Logan, highlighted the confidence in the business logic of the combination and the focus on long-term value creation [3] Group 3: Upcoming Meetings - Special meetings for shareholders of both 180 Degree Capital and Mount Logan to approve the proposed business combination are scheduled for August 22, 2025 [3] - Shareholders are encouraged to access the joint proxy statement and prospectus for detailed voting instructions [3]
180 Degree Capital Corp. and Mount Logan Capital Inc. Provide Update on Proposed Business Combination
Globenewswire· 2025-08-15 11:30
Core Viewpoint - The proposed business combination between 180 Degree Capital and Mount Logan Capital is receiving strong support from shareholders, with over 57% of 180 Degree Capital's outstanding shares voted in favor as of August 14, 2025 [1][2][3] Company Updates - 180 Degree Capital is actively engaging in dialogue with its shareholders regarding the proposed business combination, indicating confidence in achieving the required vote thresholds [2][3] - The special meetings for shareholders of both companies to approve the business combination are scheduled for August 22, 2025 [3] Management Statements - Kevin Rendino, CEO of 180 Degree Capital, expressed encouragement regarding shareholder support and emphasized the importance of proper structure and governance for the combined company [3] - Ted Goldthorpe, CEO of Mount Logan, highlighted the confidence in the business logic of the combination and the focus on long-term value creation [3] Company Profiles - 180 Degree Capital Corp. is a publicly traded closed-end fund that invests in undervalued small publicly traded companies, aiming for significant turnarounds [5] - Mount Logan Capital Inc. specializes in alternative asset management and insurance solutions, focusing on public and private debt securities in North America [7]