B. Riley Financial Enters a Definitive Agreement to Purchase Fortress Biotech’s Stake in National Holdings Corporation
November 19 2018 - 8:00AM
National Holdings Corporation (NASDAQ: NHLD) (“National” or the
“Company”), a leading full-service independent brokerage,
investment banking, trading, insurance, accounting and asset
management firm, today announced that B. Riley Financial, Inc.
(NASDAQ: RILY) (“B. Riley”), through a wholly owned subsidiary, has
entered into an agreement to acquire Fortress Biotech, Inc.’s
(NASDAQ: FBIO) (“Fortress”) majority stake in National. Under the
terms of the agreement, B. Riley will purchase 7,037,482 shares of
National from Fortress, a biopharmaceutical company dedicated to
acquiring, developing and commercializing novel pharmaceutical and
biotechnology products. 3,010,054 shares were purchased on
November 16, 2018, at $3.25 per share, with the remaining 4,027,428
shares to be purchased at the same $3.25 per-share price following
FINRA approval, for an aggregate purchase price totaling
approximately $22.9 million.
In connection with the transaction, National and B. Riley
entered into a definitive agreement that includes a three year (3
year) standstill by B. Riley, the grant of Board observer rights to
B. Riley and the grant of pro-rata participation rights to B. Riley
for certain future equity financings by National that are made at a
price of $3.25 per share or less.
Michael Mullen, Chairman and Chief Executive Officer of National
stated, “I am personally grateful for the support Fortress has
given our organization over the years. Their support allowed our
management team to focus on solidifying our foundation with
investments in technology and enterprise risk management and build
what we believe is a best-in-class solutions platform designed to
help our advisors and financial professionals best meet their
clients’ investment needs and financial objectives. With a strong
foundation National was able to produce record levels of revenue
across numerous sectors and I am proud of all that has been
accomplished over the past two years.”
Mr. Mullen continued, “We are excited to begin this next chapter
with B. Riley as our largest shareholder. I am appreciative of the
recognition Bryant Riley and his team have shown regarding our hard
work and overall accomplishments. I have personally known Bryant
Riley for a number of years and have admired the organization he
and his team have built. My team and I are appreciative of the
confidence Bryant has placed in us, and we look forward to working
hard to reward that faith with continued performance.”
Bryant Riley, Chairman and co-Chief Executive Officer of B.
Riley Financial stated, “The opportunity to strategically invest in
a growing business, below book value and near cash value, is in my
view, an excellent investment for our stakeholders. National’s
meaningful financial services platform includes over 700
registered advisors and tax professionals, servicing over 90,000
customer accounts and manages in excess of $12 billion of client’s
assets, which I believe positions the company very well for
success. Mr. Riley continued, “Additionally, National has a
growing investment banking business and strong distribution
capabilities that we believe complements our own banking
capabilities and we look forward to partnering with them on future
transactions.”
About National Holdings Corporation
National Holdings Corporation (NASDAQ: NHLD) is a full-service
investment banking and asset management firm that, through its
affiliates, provides a range of services, including independent
retail brokerage and advisory services, investment banking,
institutional sales and trading, equity research, financial
planning, market making, tax preparation and insurance, to
corporations, institutions, high net-worth and retail investors.
With over 1,000 advisors, registered reps, traders, sales
associates and corporate staff, National Holdings operates through
various subsidiaries including National Securities Corporation,
National Asset Management, Inc., National Insurance Corporation,
Gilman Ciocia, Inc. and GC Capital Corporation. Formed as a holding
company in 1999, National Holdings’ largest subsidiary National
Securities Corporation has been in business since 1947. National
Holdings is headquartered in New York and Florida. For more
information, visit www.nhld.com.
FORWARD-LOOKING STATEMENTSThis press release
may contain certain forward-looking statements. Any such
statements, other than statements of historical fact, are based on
management’s current expectations, estimates, projections, beliefs
and assumptions about National Holdings, Inc., its current and
prospective portfolio investments, and its industry. These
statements are not guarantees of future performance and are subject
to risks, uncertainties and other factors, some of which are beyond
National Holdings, Inc.’s control, difficult to predict and could
cause actual results to differ materially from those expected or
forecasted in such forward-looking statements. Actual developments
and results are likely to vary materially from these estimates and
projections as a result of a number of factors, including those
described from time to time in National Holdings, Inc.’s filings
with the Securities and Exchange Commission. Such statements speak
only as of the time when made, and National undertakes no
obligation to update any such forward-looking statements, whether
as a result of new information, future events, or otherwise, except
as required by law.
CONTACTS:
MEDIA CONTACTEric Hazard for
National917-765-8720national@fullyvested.com
INVESTOR RELATIONSEmail:
ir@nhldcorp.com
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