Ballantyne Strong Creates Committee to Evaluate GreenFirst Rights
July 22 2021 - 8:00AM
Ballantyne Strong, Inc. (NYSE American: BTN) (“Ballantyne
Strong” or the “Company”) today announced that it has designated a
special committee of the independent members of its Board of
Directors to evaluate actions to be taken with respect to the
rights offering currently being conducted by GreenFirst Forest
Products Inc. (TSX: GFP) (“GreenFirst”), one of Ballantyne Strong’s
holdings.
The special committee, which consists of the
four independent members of the Board of Directors, will determine
the extent to which Ballantyne Strong will sell rights and /or
exercise additional rights beyond the amount it has previously
committed to exercise. Kyle Cerminara, Chairman of Ballantyne
Strong’s Board of Directors, is also a member of GreenFirst’s board
of directors, and has recused himself from this process.
On June 29, 2021, GreenFirst filed a preliminary
prospectus to conduct a backstopped rights offering to finance a
portion of the purchase price for its previously announced
acquisition of a portfolio of forest and paper product assets.
GreenFirst shareholders received three rights for each common share
held on the record date for the rights offering, with each right
entitling the holder to subscribe for a subscription receipt at a
price of $1.50 per subscription receipt, with each subscription
receipt entitling the holder thereof to receive an additional
common share of GreenFirst for no additional consideration at
closing. Ballantyne Strong currently holds approximately 7.0
million common shares in GreenFirst, which resulted in the receipt
of approximately 21.1 million rights in the rights offering. On
April 12, 2021, Ballantyne Strong announced that it had entered a
commitment letter with GreenFirst agreeing to exercise a minimum of
approximately US$1.6 million in the rights offering.
No assurances can be given regarding the
Company’s intended plan or actions or with regard to the Company’s
ability to sell any rights or with regard to the future performance
of any shares acquired in connection with an exercise of the
rights. The Company does not intend to disclose developments
regarding these matters unless and until the special committee of
its Board of Directors determines there is a need to update the
market.
About Ballantyne
Strong, Inc.
Ballantyne Strong, Inc.
(https://ballantynestrong.com/) is a diversified holding company
with operations and holdings across a broad range of industries.
The Company’s Strong Entertainment segment includes the largest
premium screen supplier in the U.S. and also provides technical
support services and other related products and services to the
cinema exhibition industry, theme parks and other
entertainment-related markets. Ballantyne Strong holds a $13
million preferred stake along with Google Ventures in privately
held Firefly Systems, Inc., which is rolling out a digital mobile
advertising network on rideshare and taxi fleets. Finally, the
Company holds an approximately 19% ownership position in
GreenFirst, and an approximately 21% ownership position in FG
Financial Group, Inc. (Nasdaq: FGF), a reinsurance and investment
management holding company focused on opportunistic collateralized
and loss capped reinsurance, while allocating capital to SPAC and
SPAC sponsor-related businesses.
Forward-Looking Statements
In addition to the historical information
included herein, this press release includes forward-looking
statements, such as management’s expectations regarding future
sales, the impact, length and severity of the COVID-19 pandemic,
and the adequacy of the actions taken in response to the pandemic,
the Company’s expected actions with respect to the GreenFirst
rights offering, all of which involve a number of risks and
uncertainties, including but not limited to those discussed in the
“Risk Factors” section contained in Item 1A in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020, filed
with the SEC on March 10, 2021, as supplemented by the Company’s
Amendment No. 1 on Form 10-K/A filed with the SEC on April 28,
2021, the Company’s subsequent filings with the SEC, and the
following risks and uncertainties: the negative impact that the
COVID-19 pandemic has already had, and may continue to have, on the
Company’s business and financial condition; the Company’s ability
to maintain and expand its revenue streams to compensate for the
lower demand for the Company’s digital cinema products and
installation services; potential interruptions of supplier
relationships or higher prices charged by suppliers; the Company’s
ability to successfully compete and introduce enhancements and new
features that achieve market acceptance and that keep pace with
technological developments; the Company’s ability to successfully
execute its capital allocation strategy or achieve the returns it
expects from these holdingst; the Company’s ability to maintain its
brand and reputation and retain or replace its significant
customers; challenges associated with the Company’s long sales
cycles; the impact of a challenging global economic environment or
a downturn in the markets (such as the current economic disruption
and market volatility generated by the ongoing COVID-19 pandemic);
economic and political risks of selling products in foreign
countries (including tariffs); risks of non-compliance with U.S.
and foreign laws and regulations, potential sales tax collections
and claims for uncollected amounts; cybersecurity risks and risks
of damage and interruptions of information technology systems; the
Company’s ability to retain key members of management and
successfully integrate new executives; the Company’s ability to
complete acquisitions, strategic investments, entry into new lines
of business, divestitures, mergers or other transactions on
acceptable terms, or at all; the impact of the COVID-19 pandemic on
the Company or its holdings; the Company’s ability to utilize or
assert its intellectual property rights, the impact of natural
disasters and other catastrophic events (such as the ongoing
COVID-19 pandemic); the adequacy of insurance; the impact of having
a controlling stockholder and vulnerability to fluctuation in the
Company’s stock price. Given the risks and uncertainties, readers
should not place undue reliance on any forward-looking statement
and should recognize that the statements are predictions of future
results which may not occur as anticipated. Many of the risks
listed above have been, and may further be, exacerbated by the
ongoing COVID-19 pandemic, its impact on the cinema and
entertainment industry, and the worsening economic environment.
Actual results could differ materially from those anticipated in
the forward-looking statements and from historical results, due to
the risks and uncertainties described herein, as well as others not
now anticipated. New risk factors emerge from time to time and it
is not possible for management to predict all such risk factors,
nor can it assess the impact of all such factors on the Company’s
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Except where required
by law, the Company assumes no obligation to update, withdraw or
revise any forward-looking statements to reflect actual results or
changes in factors or assumptions affecting such forward-looking
statements.
For Investor Relations Inquiries:
Mark Roberson |
John Nesbett /
Jennifer Belodeau |
Ballantyne
Strong, Inc. - Chief Executive Officer |
IMS Investor
Relations |
704-994-8279 |
203-972-9200 |
IR@btn-inc.com |
jnesbett@institutionalms.com |
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