Announces Extension of Rights Offering
Expiration to Shareholders
The LGL Group, Inc. (NYSE MKT: LGL) (the "Company") a globally
diversified holding company with a history of operations dating
back to 1914, today announced that it has received a non-binding
proposal from an investment group to acquire for cash the assets of
its two principal operating subsidiaries, M-tron Industries, Inc. (
“Mtron”) and Precise Time and Frequency, LLC (“PTF”) (together
“MtronPTF”), and in light of this development, has extended the
expiration of its rights offering to October 25, 2017, and
appointed a special independent committee of the board to evaluate
the investment group’s proposal and explore other strategic
alternatives.
No decisions with respect to the proposal have been made and
there can be no assurance that the special committee will authorize
the commencement of negotiations with the investment group, and if
negotiations commence, there can be no assurance as to whether a
definitive agreement will be executed, the terms thereof or that
any transaction governed thereby will be consummated, or if
consummated, as to the timing thereof.
The special committee, in consultation with its legal and
financial advisors, is carefully reviewing and evaluating the
proposal and as a matter of policy, the Company will not comment on
or provide the market with updates as to the status of its
discussions with investment group, nor will it comment upon any
rumors with regard to the foregoing or make a further announcement
regarding the special committee’s consideration of any proposal or
other expressions of interest until such time, if ever, that it
enters into a definitive agreement for a completed transaction or
is otherwise required to make an announcement.
LGL Board of Directors Approves Extension of Rights Offering
Expiration to October 25th to Shareholders
LGL also announced today that its Board of Directors has
extended the expiration of its rights offering until 5:00 PM
Eastern Standard Time on Wednesday, October 25, 2017. The rights
offering was originally scheduled to expire on Tuesday, October 10,
2017. All other terms and conditions of the rights offering remain
unchanged.
Under the terms of the offering, holders of the Company’s common
stock are entitled to three transferable subscription rights for
each share held on the record date, September 5, 2017. For every
four subscription rights exercised, a shareholder can purchase one
whole share of common stock at a subscription price of $5.50 per
whole share of common stock. The subscription rights are
transferable and have been admitted to the NYSE American under the
symbol “LGL-RT”.
If the subscription rights are not fully exercised by other
shareholders, the Company will permit shareholders on the record
date who do exercise their subscription rights in full to exercise
an over-subscription right to purchase, at the same price, the
additional shares of common stock that remain unsubscribed at the
expiration of the rights offering, subject to the availability and
pro rata allocation of common stock among persons who exercise the
over-subscription right.
The Company cautions shareholders and others considering trading
in the Company’s securities that while the proposal submitted by
the investment group is actively under consideration by the special
committee, no decisions have yet been made by the special committee
or the full board with respect to the proposal, which may impact
the status of the rights offering. The investment group’s proposal
is subject to completion of due diligence which has not commenced.
There can be no assurance as to whether a definitive agreement will
be executed, the terms thereof or that any transaction governed
thereby will be consummated, or if consummated, as to the timing
thereof.
If a definitive agreement with respect to the proposed purchase
of the Company’s MtronPTF assets is executed and consummated, the
Company will have disposed of its principal operating businesses,
leaving its remaining assets comprised of cash and other liquid
investments. The Company’s board of directors may then decide to
pursue other strategic alternatives which may take the form
potential business acquisition or combination opportunities. The
Company is unable to project in any manner the course of action to
be pursued in such circumstances and whether such opportunities
will be available and if available and successfully pursued, the
Company thereafter will be subject to future risks and
uncertainties associated with such opportunities which are unknown
at this time.
The rights offering is being made pursuant to the Company’s
effective registration statement on Form S-1 (No. 333-218901) on
file with the U.S. Securities and Exchange Commission (“SEC”) and
only by means of a prospectus. Before you invest, you should read
the prospectus, including each “free writing prospectus,” if any,
and the documents incorporated by reference therein for more
complete information about the Company and the rights offering.
The Company has appointed Broadridge Corporate Issuer Solutions,
Inc. as information agent for the rights offering. Any questions
regarding the rights offering or requests for additional copies of
the prospectus and other documents may be directed to Broadridge
Corporate Issuer Solutions, Inc., by email at
Shareholder@Broadridge.com or by telephone at (855) 793-5068.
Copies of the prospectus are also available on the website of the
SEC located at http://www.sec.gov.
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy nor will there be any sale of any securities referred to in
this press release in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or
jurisdiction. None of the Company, its board of directors or any
committee of its board of directors is making any recommendation to
rightsholders as to whether to exercise or sell their subscription
rights.
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, (407) 298-2000, or visit
www.lglgroup.com and www.mtronpti.com.
Caution Concerning Forward-Looking Statements
This press release may contain forward-looking statements made
in reliance upon the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21 E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of
words such as “may,” “will,” “expect,” “project,” “estimate,”
“anticipate,” “plan,” “believe,” “potential,” “should,” “continue”
or the negative versions of those words or other comparable words.
These forward-looking statements are not guarantees of future
actions or performance. These forward-looking statements are based
on information currently available to us and our current plans or
expectations, and are subject to a number of uncertainties and
risks that could significantly affect current plans, anticipated
actions and our future financial condition and results, including,
without limitation, the Company’s ability to successfully complete
the rights offering, the investment group’s continued interest in
pursuing the acquisition of the Company’s MtronPTF assets, the
special committee will authorize negotiations with the investment
group and if negotiations commence, the parties’ successful
negotiation and execution of a definitive agreement governing such
acquisition transaction and the consummation thereof, and assuming
the successful consummation of the transaction, the Company’s
success in pursuing strategic alternatives available to it. Certain
of these risks and uncertainties are described in greater detail in
our filings with the Securities and Exchange Commission. We are
under no obligation to (and expressly disclaim any such obligation
to) update or alter our forward-looking statements, whether as a
result of new information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20171005006322/en/
The LGL Group, Inc.Patti Smith,
407-298-2000pasmith@lglgroup.com
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