Harris & Harris Group Announces the Filing of Preliminary Proxy Materials Detailing Its Proposed Conversion From a BDC to a R...
January 23 2017 - 5:22PM
Harris & Harris Group, Inc. (NASDAQ:TINY) (the "Company")
announced today that it has filed a preliminary proxy statement
with the Securities and Exchange Commission (the "SEC") relating to
a special meeting of shareholders (the "Special Meeting") to be
held on or about March 24, 2017. At the Special Meeting, the
Company intends to seek the approval of shareholders to:
- Authorize the Board of Directors of the Company to withdraw the
Company's election to be treated as a business development company
("BDC") under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
- Approve an amendment to the Company's Certificate of
Incorporation to change the Company's name to 180 Degree Capital
Corp. ("180").
Approval of these proposals will enable the company to implement
the changes discussed in the Company's shareholder update call on
January 10, 2017, and discussed in a letter to shareholders on
December 20, 2016. Specifically, the following changes will occur
shortly following the Special Meeting should the Company receive
the requisite approval from its shareholders:
- Harris & Harris Group will transition from a BDC to a
Registered Closed-End Fund under the 1940 Act;
- Harris & Harris Group will change its corporate
name to 180 Degree Capital Corp.;
- Upon the consummation of the name change, 180 Degree
Capital Corp. will apply to change its ticker symbol to NASDAQ:
TURN;
- Douglas W. Jamison will resign all of his positions
with Harris & Harris Group to become Chairman and Chief
Executive Officer of HALE.life Corporation ("HALE"), a portfolio
company of 180. HALE will have its own management team and
operations separate from 180.
- Kevin M. Rendino will be appointed Chairman and Chief
Executive Officer of 180.
Shareholders of Harris & Harris Group will remain
shareholders of 180 Degree Capital Corp. subsequent to its
transition to a Registered Closed-End Fund, if consummated. HALE
will remain a wholly owned portfolio company of 180, with its own
separate management team and operations. A visual depiction of this
structure can be found at
http://www.hhvc.com/wp-content/uploads/2017/01/Post-Special-Meeeting-Structure-Slides.pdf.
Additional Information Regarding Special Meeting
Solicitation
The Company will file a definitive proxy statement and related
materials with the SEC pertaining to a Special Meeting of
Shareholders (the "Special Meeting"). SHAREHOLDERS ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
SPECIAL MEETING THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE SPECIAL MEETING. Shareholders
will be able to obtain a free copy of that definitive proxy
statement and other materials (when available) that the Company
files with the SEC at the SEC's website at http://www.sec.gov. That
definitive proxy statement and other materials will also be
available free of charge by directing a request to Harris &
Harris Group, Inc., Attn: Investor Relations, 1450 Broadway, 24th
Floor, New York, NY 10018, or from the Company's website at
www.hhvc.com. The Company, its directors and its named executive
officers may be deemed to be participants in the solicitation of
proxies from the Company's shareholders in connection with the
Special Meeting. Shareholders may obtain information regarding the
names, affiliations and interests of such individuals in the
Company's proxy statement filed on April 20, 2016, for the 2016
Annual Meeting of Shareholders. To the extent that holdings of the
Company's securities on the part of those individuals have changed
since the date of that proxy statement, those changes have been
reflected on Statements of Changes in Ownership on Forms 3 or 4
filed with the SEC. These documents can be obtained free of charge
from the sources indicated above. More current information
regarding the interests of the directors and named executive
officers of the Company will be contained in the definitive proxy
statement referred to in the preceding paragraph.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
restructuring of the Company, including statements regarding the
expected timetable for completing the referenced transactions,
benefits of the transaction, statements regarding 180 or HALE,
their respective investment plans, policies and expected results
and any other statements regarding the Company's, 180's or HALE's
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are "forward-looking" statements within the meaning of the
federal securities laws. These statements are often, but not
always, made through the use of words or phrases such as "believe,"
"expect," "anticipate," "should," "planned," "will," "may,"
"intend," "estimated," "aim," "target," "opportunity," "tentative,"
"positioning," "designed," "create," "seek," "would," "could",
"potential," "continue," "ongoing," "upside," "increases," and
"potential," and similar expressions. All such forward-looking
statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
statements are the following: the timing to consummate the proposed
transactions; the risk that a condition to closing the proposed
transactions may not be satisfied; the failure to receive, on a
timely basis or otherwise, the required approvals by the Company's
stockholders, governmental or regulatory agencies and third
parties; each of 180's and HALE's respective ability to achieve the
synergies, recurring income and value creation contemplated by the
proposed transactions; uncertainty as to the prospects,
distributions and performance of each of 180 and HALE as separate
entities; the ability of each company to retain its senior
executives and maintain relationships with business partners
following consummation of the restructuring; the impact of
legislative, regulatory and competitive changes; and the diversion
of management time on transaction-related issues. There can be no
assurance that the restructuring and the transactions contemplated
thereby will in fact be consummated. Additional information
concerning these and other factors can be found in the Company's
registration statement and proxy statement/prospectus (when filed)
as well as in the Company's other filings with the SEC. The Company
assumes no obligation to, and expressly disclaim any duty to,
update any forward-looking statements contained in this document or
to conform prior statements to actual results or revised
expectations except as required by law. Readers are cautioned not
to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
PRESS CONTACT:
Daniel B. Wolfe
Harris & Harris Group, Inc.
212-582-0900
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