180 Degree Capital Corp. and Mount Logan Capital Inc. have announced revised terms for their proposed business combination. Shareholders of 180 Degree Capital will receive shares in the newly formed entity valued at 110% of NAV, up from 100%. New Mount Logan has also committed $25 million in shareholder liquidity programs, priced at a minimum premium of 17% over the closing price of $4.42 as of August 15, 2025. The merger requires a 66 2/3% approval threshold and has garnered substantial progress, with approximately 63% of outstanding shares voting in favor.
180 Degree Capital Corp. (NASDAQ: TURN) and Mount Logan Capital Inc. have announced revised terms for their proposed business combination, offering enhanced value to shareholders. Under the new terms, TURN shareholders will receive shares in the newly formed entity valued at 110% of TURN's net asset value (NAV) at closing, up from the previous 100%. This represents a significant increase in shareholder value compared to the initial proposal.
New Mount Logan has also committed to providing $25 million in shareholder liquidity programs. Of this, $15 million is scheduled to be launched within 60 days of the closing, with the remaining $10 million to be staged over the following 24 months. The price per share for these programs will be at or above the closing merger value, representing a premium of at least 17% over TURN's closing price of $4.42 as of August 15, 2025.
The revised terms address key concerns raised by shareholders regarding NAV-discount transactions. The 10% premium directly enhances shareholder value, providing a clear incentive for approval. The liquidity program offers an immediate exit pathway for shareholders who prefer cash over maintaining exposure to the combined entity.
The merger requires a 66 2/3% approval threshold. As of the announcement, approximately 63% of outstanding shares have voted in favor of the combination, representing about 95% of votes cast. The special meetings of shareholders for each company are scheduled for August 22, 2025. Shareholders can access the joint proxy statement and prospectus at [180 Degree Capital's investor relations page](https://ir.180degreecapital.com/sec-filings) or under Mount Logan’s SEDAR+ profile at [www.sedarplus.com](https://www.sedarplus.com).
The revised terms reflect the constructive feedback received during the proxy solicitation process. Both companies have expressed confidence in the long-term outlook of the newly formed entity and the strategic and financial merits of the proposed business combination.
References:
- [1] https://www.citybiz.co/article/732649/180-degree-capital-and-mount-logan-capital-announce-revised-terms-of-merger/
- [2] https://www.stocktitan.net/news/TURN/180-degree-capital-corp-and-mount-logan-capital-inc-announce-revised-gs4wn9rhnm11.html
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