The LGL Group, Inc. (NYSE American: LGL) (the “Company”) a
globally diversified holding company with a history of operations
dating back to 1914, today announced that it continues to engage
with the investment group that submitted the previously announced
non-binding proposal 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”).
The investment group has proposed to acquire 100% of the
MtronPTF assets on a cash-free, debt-free basis for a total
enterprise value of $14 million. The investment group advised that
its valuation assumes completion of confirmatory financial due
diligence, sufficient working capital for current operations, the
Company is debt and liability free and a transaction can be
structured to achieve step up tax goals.
The previously appointed special committee of the board will
continue to evaluate the non-binding proposal and explore other
strategic alternatives as circumstances warrant. No decisions, nor
commitments have been made with respect to the non-binding proposal
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, continues to carefully review and evaluate the
non-binding 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.
Rights Offering Expires on November 13, 2017
The Company reminds holders of its common stock that the
deadline for participating in its previously announced rights
offering is 5:00pm, Eastern Time, on November 13, 2017, unless
extended.
As previously announced, the Company has distributed, at no
charge, to each holder of common stock as of the record date of
September 5, 2017, three transferable subscription rights for each
share held on the record date. 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 non-binding 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.
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 Michael Ferrantino Sr. 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171109005377/en/
The LGL Group, Inc.Mr. Michael Ferrantino Sr.,
407-298-2000mferrantino@lglgroup.co
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