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Mount Logan, 180 Degree revise merger terms

2025-08-18 17:19 ET - News Release

Mr. Ted Goldthorpe reports

180 DEGREE CAPITAL CORP. AND MOUNT LOGAN CAPITAL INC. ANNOUNCE REVISED TERMS OF BUSINESS COMBINATION IN RESPONSE TO CONSTRUCTIVE CONVERSATIONS WITH SHAREHOLDERS

180 Degree Capital Corp. and Mount Logan Capital Inc. have noted that, in response to constructive shareholder feedback received during the proxy solicitation process for the proposed business combination of 180 Degree Capital and Mount Logan, the respective boards of directors of each company have agreed to amend the terms of the proposed business combination to provide 180 Degree Capital shareholders with an increased number of shares of the merged company valued at 110 per cent of 180 Degree Capital's NAV (net asset value) at closing, an increase from 100 per cent of 180 Degree Capital's NAV.

Furthermore, New Mount Logan, together with its management and/or affiliates or related parties, intends to launch, no later than 60 days after closing of the proposed business combination, a tender offer for up to $15.0-million (U.S.) of its common stock at a price per new Mount Logan share equal to the closing price per share implied by the sum of 180 Degree Capital's NAV at closing and the value ascribed to Mount Logan per the terms of the proposed business combination of $67.4-million (U.S.) at signing, subject to certain preclosing adjustments. Additional tenders and/or stock repurchases of up to an additional $10.0-million (U.S.) are expected to continue periodically throughout the 24 months following closing of the business combination. The price per share of the liquidity programs shall be determined by the new Mount Logan board of directors and is anticipated to be at or above the new Mount Logan price per share implied by the closing merger value, which is currently a premium of at least 17 per cent to 180's closing price of approximately $4.42 (U.S.) on Aug. 15, 2025. The total amount of the liquidity programs represents approximately 50 per cent of 180 Degree Capital's closing NAV, or approximately 25 per cent of new Mount Logan's estimated total market value based on the sum of the market capitalizations of 180 Degree Capital and Mount Logan as of Aug. 15, 2025. The liquidity programs, following the initial $15.0-million (U.S.) launched no later than 60 days after the closing, are expected to occur periodically and reach the aggregate $25.0-million (U.S.) total amount offered and may occur through various methods, including open market purchases and privately negotiated transactions, and may be conducted pursuant to Rule 10b5-1 and Rule 10b-18 trading plans, and, if applicable, Rule 13e-4, and otherwise in accordance with applicable securities laws.

To focus the return of capital to non-insider shareholders, the management teams of 180 Degree Capital and Mount Logan, the new Mount Logan board, and affiliated and related entities of such insiders of each company that own stock of new Mount Logan commit not to participate in any tenders or sell stock in these tender offers or repurchases that make up the liquidity programs. The decision not to participate in the liquidity programs reinforces management's confidence in the long-term outlook of new Mount Logan and in the merits of the proposed business combination.

"On behalf of Mount Logan's board and management, we could not be more excited about the value creation potential of our combined companies as we approach the close of the proposed business combination," said Ted Goldthorpe, chief executive officer of Mount Logan. "We are proud to demonstrate our strong support for this transaction and what it represents for the future of new Mount Logan. We appreciate the constructive dialogue with shareholders, which has strengthened our conviction in the deal's strategic and financial merits. Our commitment to the postclosing liquidity programs at or above the closing merger value underscores that confidence and provides meaningful upside from current share prices -- aligning the interests of management, shareholders and our partners. With our asset-light, fee-based revenue model, we have a strong foundation for scalable growth, which we expect will enable us to increase assets under management, grow the insurance company, expand our investment capabilities and deliver bespoke capital structure solutions to the underserved middle market."

"We have enjoyed the opportunity over the past few weeks to speak with many of our long-time shareholders along with those who are new to 180 Degree Capital," said Kevin M. Rendino, chief executive officer of 180 Degree Capital. "The support for our proposed business combination has been overwhelming, with nearly 63 per cent of shareholders voting in favour of the merger prior to the announcement of these enhanced terms, and over 95 per cent of votes cast were in favour of the merger. With these enhanced terms, we believe we are now well positioned to obtain the required vote to approve the proposed business combination. As we have stated from the announcement of the proposed business combination, we believe this transaction allows our net asset value to be the floor for our stock price rather than the ceiling. The postmerger commitment to repurchases or tenders for stock at or above the closing merger value provides further support for this thesis. It is for this and many other reasons that our special committee unanimously recommended approval and our board unanimously approved what we believe to be an exceptional and creative transaction with an incredible partner in Mount Logan. We are thrilled to see the vast majority of our shareholders believe in this vision. We thank our shareholders for their support and look forward to the next chapter for our company."

The special meetings of shareholders for each of 180 Degree Capital and Mount Logan to approve the proposed business combination are scheduled for Aug. 22, 2025. Shareholders can access the joint proxy statement and prospectus at the 180 Degree website or under Mount Logan's SEDAR+ profile. 180 Degree Capital urges its shareholders to cast their votes by following the instructions outlined in the joint proxy statement and/or the proxy card received via e-mail or mail or by calling our proxy solicitor, EQ Fund Solutions, at 1-800-967-5051.

Please contact EQ Fund Solutions or 180 Degree Capital at ir@180degreecapital.com if you have not received materials to cast your votes or if you have questions about the proxy materials.

About 180 Degree Capital Corp.

180 Degree Capital is a publicly traded registered closed-end fund focused on investing in and providing value-added assistance through constructive activism to what 180 believes is substantially undervalued small, publicly traded companies that have potential for significant turnarounds. The company's goal is that the result of its constructive activism leads to a reversal in direction for the share price of these investee companies, that is, a 180-degree turn.

About Mount Logan Capital Inc.

Mount Logan Capital is an alternative asset management and insurance solutions company that is focused on public and private debt securities in the North American market and the reinsurance of annuity products, primarily through its wholly owned subsidiaries Mount Logan Management LLC and Ability Insurance Company, respectively. Mount Logan also actively sources, evaluates, underwrites, manages, monitors and primarily invests in loans, debt securities and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

ML Management was organized in 2020 as a Delaware limited liability company and is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended. The primary business of ML Management is to provide investment management services to (i) privately offered investment funds exempt from registration under the Investment Company Act of 1940, as amended, advised by ML Management, (ii) a non-diversified closed-end management investment company that has elected to be regulated as a business development company, (iii) Ability, and (iv) non-diversified closed-end management investment companies registered under the 1940 Act that operate as interval funds. ML Management also acts as the collateral manager to collateralized loan obligations backed by debt obligations and similar assets.

Ability is a Nebraska domiciled insurer and reinsurer of long-term care policies acquired by Mount Logan in the fourth quarter of fiscal year 2021. Ability is unique in the insurance industry in that its long-term care portfolio's morbidity risk has been largely reinsured to third parties, and Ability is no longer insuring or reinsuring new long-term care risk.

We seek Safe Harbor.

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