M&A: LGL GROUP INC

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000143774924038627

Comments: On December 31, 2024, LGL Group entered into a subscription agreement with Morgan Group Holding Company (MGHL) for a private placement of 1,000,000 newly issued shares of MGHL's common stock. LGL Group will pay $2.27 million, equivalent to $2.27 per share, in cash as consideration for these securities. Approval for this transaction was obtained from the independent Boards of LGL Group and MGHL, along with a majority of MGHL's shareholders. The agreement includes a provision that permits MGHL to solicit other competing offers for 30 days after signing. Should MGHL secure a better offer for at least 1,000,000 shares, LGL Group has the right to match it. Additionally, a minimum 150-day true-up period is established, during which adjustments to the share price may occur based on the net asset value per share. The transaction is set to close in the first quarter of 2025, contingent on meeting specified conditions, including the absence of a financing condition for the acquisition. Certain scenarios allow for termination of the agreement, such as LGL Group deciding not to match a third-party offer or if the Adjusted NAV falls below $1.65. LGL Group also issued a press release regarding the agreement on the same day.

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