US GAAP Conversion
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180 Degree Capital Corp. Notes Filing of Updated Preliminary Joint Proxy Statement/Prospectus for Proposed Business Combination with Mount Logan Capital Inc.
Globenewswireยท 2025-05-06 12:00
Core Viewpoint - 180 Degree Capital Corp. is progressing with 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] Group 1: Business Combination Details - An amended preliminary joint proxy statement/prospectus has been filed with the SEC regarding the merger, which will result in 180 Degree Capital shareholders receiving ownership in the new entity based on net asset value [1] - The valuation of Mount Logan at the time of signing the merger agreement was approximately $67.4 million, subject to pre-closing adjustments [1] - The pro forma combination of both companies is estimated to yield a combined shareholder equity value of nearly $140 million, with 180 Degree Capital shareholders potentially receiving more than their net asset value as of December 31, 2024, if the transaction closed on that date [2] Group 2: Financial Metrics and Improvements - The conversion of Mount Logan's financial statements from IFRS to US GAAP has resulted in improved historical financial metrics, including an increase in reported fee-related earnings for 2024 to approximately $9.1 million and an increase in shareholder equity value to approximately $104.1 million as of December 31, 2024 [2] - The availability of US GAAP financial statements is expected to enhance communication with current and potential investors regarding Mount Logan's historical performance and comparisons with peers [2] Group 3: Shareholder Support and Future Outlook - Initial conversations with shareholders have indicated strong support for the proposed merger, with many investors expressing confidence in the potential value creation from the Business Combination [2] - The management believes that transitioning to an operating company will position 180 Degree Capital's net asset value as a price floor rather than a ceiling, which is typical for closed-end funds [2]