A-Mark Precious Metals, Inc. (NASDAQ:
AMRK) (A-Mark), a leading fully integrated precious metals
platform, has closed its previously announced acquisition of the
79.5% of the issued and outstanding shares of
JM Bullion,
Inc. (JMB), a leading e-commerce retailer of precious
metals, not previously owned by A-Mark.
“Today is a significant day for A-Mark’s and JMB’s employees,
customers, partners, and shareholders, as we complete the
acquisition of JMB and create the industry’s preeminent fully
integrated precious metals platform,” said A-Mark CEO Greg Roberts.
“As the anchor to our multifaceted direct-to-retail strategy, JMB
enables us to more effectively capitalize on the growing demand for
precious metals through online and e-commerce channels.”
JMB Transaction TermsAs previously announced,
for purposes of the acquisition, the JMB business was valued at
$174.0 million, implying a value of approximately $138.3 million
for the 79.5% of JMB that A-Mark did not previously own. The
adjusted preliminary purchase price was $136.8 million, consisting
of $106.5 million in cash and $30.3 million in common stock of the
Company. In accordance with the definitive agreement, the cash
portion of the purchase price was reduced by 20.53% of the amount
of a cash redemption made by JMB to its stockholders (excluding
A-Mark) immediately prior to the closing. Taking into account
this reduction, along with certain other adjustments specified in
the definitive agreement, the total amount paid at closing
consisted of $82.3 million of cash and $30.3 million of A-Mark
common stock, valued as of the signing of the definitive agreement.
A-Mark financed the cash portion of the purchase price with cash on
hand and from net proceeds from the Company’s public offering of
common stock, which closed on March 8, 2021.
Transaction AdvisorsD.A. Davidson & Co.
acted as financial advisor to A-Mark and Kramer Levin Naftalis
& Frankel LLP acted as legal advisor to A-Mark. Duane Morris
LLP acted as legal advisor to JMB.
A-Mark Board of Director AppointmentsIn
connection with the acquisition, JMB CEO and Co-Founder Michael
Wittmeyer and Chairman Kendall Saville joined A-Mark’s board of
directors. Mr. Wittmeyer also assumed the role of Executive VP of
A-Mark’s Direct Sales segment, which includes A-Mark’s existing
Goldline business.
Mr. Wittmeyer has entered into an employment agreement with JMB
effective as of the closing, for a term ending June 30, 2024. As an
inducement to Mr. Wittmeyer to enter into the employment agreement,
A-Mark granted him a stock option to purchase 60,000 A-Mark shares
with a stated term of 10 years, vesting on June 30, 2024. The stock
option’s exercise price per share will be the closing price of
A-Mark’s stock on the Nasdaq Global Select Market on the date of
grant.
In addition to serving as Chairman of JMB for seven years, Mr.
Saville co-founded PlayUSA, an iGaming media network which was
acquired by Catena Media (STO: CTM), and served as a consultant to
Catena Media from 2016 to 2019. Mr. Saville is currently the CEO of
Ocean View Marketing and i15 Media, an iGaming marketing company.
Mr. Saville’s investment specialty is in store-of-value businesses,
and his focus for nearly a decade has been investments in
cryptocurrency technology, including the largest cryptocurrency
exchange in the Middle East, and decentralized finance.
In addition to Mr. Wittmeyer and Mr. Saville, A-Mark’s board of
directors also appointed Monique Sanchez to the board. Ms. Sanchez
brings to A-Mark nearly 30 years of experience, with over 21 years
in the digital advertising industry with a deep expertise in
selling advertising technologies and media solutions to global
agencies, marketers, and publishers. Since 2008, she has held
senior sales and business development roles at Google, including
most recently as Director Agency Sales Development, where she is
responsible for leading an agency development team focused on
driving revenue growth across Google’s largest market and U.S.
clients and agency holding companies. Previously, Ms. Sanchez held
business development roles at DoubleClick, which was acquired by
Google in 2008.
“On behalf of the entire organization, I would like to welcome
Michael, Kendall, and Monique to A-Mark’s board of directors,” said
Chairman Jeffrey D. Benjamin. “All three executives bring unique
and valuable perspectives and experience to the boardroom, in
particular in the ecommerce and digital marketing industries, which
we look forward to benefiting from as we enter A-Mark’s next phase
of growth and profitability.”
With the additions of Mr. Wittmeyer, Mr. Saville, and Ms.
Sanchez, A-Mark’s board of directors expands to nine directors,
including seven independent directors.
About A-Mark Precious MetalsFounded in
1965, A-Mark Precious Metals, Inc. (NASDAQ: AMRK) is a
leading full-service precious metals company and wholesaler of
gold, silver, platinum and palladium bullion and related products.
The company’s global customer base includes sovereign and private
mints, manufacturers and fabricators, refiners, dealers, financial
institutions, industrial users, investors, collectors, and
e-commerce and other retail customers. The company conducts its
operations through three complementary segments: Direct Sales,
Wholesale, and Secured Lending,
A-Mark is headquartered in El Segundo, California, with
offices and facilities in Los Angeles,
California, Vienna, Austria, Las Vegas,
Nevada, Winchester, Indiana, and Dallas, Texas. For more
information, visit www.amark.com.
About JM BullionJM Bullion is a leading online
retailer of precious metals, headquartered in Dallas, Texas.
For more information, visit www.jmbullion.com.
Important Cautions Regarding Forward-Looking
StatementsStatements in this press release that relate to
the anticipated benefits of the JMB acquisition, the future growth
and profitability of our company and other such disclosures are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and the Securities
Exchange Act of 1934. Future events and uncertainties, individually
or in the aggregate, could cause actual results to differ
materially from those expressed or implied in these statements.
Factors that could cause actual results to differ include the
following: the failure to realize the strategic rationale for the
JMB acquisition, in whole or in part; difficulties integrating the
businesses and management of A-Mark and JMB; changes in consumer
demand and preferences for precious metal products, particularly
through e-commerce channels; the effects of the COVID-19 pandemic
and the eventual return to normalized business and economic
conditions; and other strategic, business, economic, financial,
political, governmental and market risks described in in the
company’s public filings with the Securities and Exchange
Commission.
The company undertakes no obligation to publicly update or
revise any forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements.
Company Contact:Thor Gjerdrum, PresidentA-Mark
Precious Metals, Inc.1-310-587-1414thor@amark.com
Investor Relations Contact:Matt GloverGateway
Investor Relations1-949-574-3860AMRK@gatewayir.com
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