The LGL Group, Inc. (NYSE AMEX:LGL) (the “Company” or
“LGL”) announced today that its registration statement,
concerning its previously announced rights offering to
stockholders, was made effective by the Securities and Exchange
Commission (“SEC”) on September 5, 2017.
Under the terms of the rights offering, LGL will distribute, at
no charge, to the holders of its common stock, par value $0.01 per
share (“Common Stock”), as of 5:00 p.m., Eastern Time, on
September 5, 2017, three transferable subscription rights for
each share of Common Stock then owned. Each subscription right will
entitle the holder to purchase one-fourth of a share of Common
Stock at a subscription price of $5.50 per whole share of Common
Stock. Assuming the rights offering is fully subscribed, the
Company currently estimates that the total purchase price of the
shares offered in the rights offering, representing the aggregate
gross proceeds received by the Company, will be approximately
$11,036,289.
The rights offering also includes an over-subscription right,
which entitles a stockholder who exercises all of its basic
subscription rights in full (excluding the exercise of subscription
rights for less than one whole share of Common Stock, which cannot
be exercised) the right to purchase additional shares of Common
Stock that remain unsubscribed at the expiration of the rights
offering, subject to the availability, at the same $5.50 per whole
share subscription price. If the number of unsubscribed shares is
not sufficient to satisfy all of the properly exercised
over-subscription rights requests, the available shares will be
prorated among those who properly exercised over-subscription
rights in proportion to their respective basic subscription
rights.
The Company also announced that the mailing of offering
materials to stockholders is expected to begin by 5:00 p.m. Eastern
Time, September 8, 2017 and that the subscription period will
expire at 5:00 p.m., Eastern Time, on October 10, 2017.
The Company may, in its sole discretion, extend the expiration of
the offering period for stockholders to exercise their subscription
rights.
The shares issued in connection with the rights offering will be
listed on the NYSE American, and the subscription rights are
expected to trade on the NYSE American until the day before the
expiration of the subscription period.
The Company intends to use the net proceeds from the rights
offering as additional capital for general corporate purposes and
for acquisitions and new business development broadly, including
industries and businesses outside the scope of existing operations,
although it has not identified any specific acquisitions or
business development opportunities at this time.
The Company reserves the right to modify, extend, postpone or
cancel the rights offering at any time prior to the settlement of
the sale of the shares in the rights offering.
The Company has filed a registration statement on Form S-1
(including a prospectus) (File No. 333-218901 (as amended, the
“Registration Statement”). Before you invest, you should
read the prospectus included in the Registration Statement,
including any amendments thereto and any information incorporated
by reference therein, and other documents LGL has filed with the
SEC for more complete information about LGL and the rights
offering.
This announcement is for informational purposes only and shall
not constitute an offer to sell, or the solicitation of an offer to
buy the subscription rights or the underlying Common Stock, nor
shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state. The offering will be made only by means of a prospectus
which is part of the Registration Statement filed with the SEC.
About The LGL Group, Inc.
The LGL Group, Inc., through its two principal subsidiaries
MtronPTI and PTF, designs, manufactures and markets
highly-engineered electronic components used to control the
frequency or timing of signals in electronic circuits, and designs
high performance Frequency and Time reference standards that form
the basis for timing and synchronization in various
applications.
Headquartered in Orlando, Florida, the Company has additional
design and manufacturing facilities in Yankton, South Dakota,
Wakefield, Massachusetts and Noida, India, with local sales offices
in Hong Kong, Sacramento, California and Austin, Texas.
For more information on the Company and its products and
services, contact Patti Smith at The LGL Group, Inc., 2525 Shader
Rd., Orlando, Florida 32804, (phone: (407) 298-2000;
email: pasmith@lglgroup.com) or visit www.lglgroup.com and
www.mtronpti.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These include, without limitation, the statements
contained above regarding the proposed rights offering, and other
statements that are not historical facts. These statements involve
risks and uncertainties that could cause actual results and events
to differ materially, including the possibility that the rights
offering may be cancelled before it closes. For a discussion of
further risks and uncertainties related to LGL’s business, please
refer to its public company reports and the Risk Factors enumerated
therein, including the Annual Report on Form 10-K for the year
ended December 31, 2016 and subsequent reports, filed with the SEC.
LGL undertakes no duty to update any forward-looking statement to
reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statements are
based.
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version on businesswire.com: http://www.businesswire.com/news/home/20170905006516/en/
The LGL Group, Inc.Patti Smith,
407-298-2000pasmith@lglgroup.com
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