Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (“Fundamental
Global”) today announced that its majority owned subsidiary,
Strong Global Entertainment, Inc. (NYSE: SGE) (“Strong Global”) has
announced the proposed acquisition (the “MDI Acquisition”) of
Strong/MDI Screen Systems, Inc. (“MDI”) by FG Acquisition Corp.
(TSX: FGAA.U, FGAA.WT.U) (“FGAC”), a special purpose acquisition
company (“FGAC”), pursuant to an acquisition agreement (the
“Acquisition Agreement”) dated May 3, 2024 between FGAC, Strong
Global, MDI, FGAC Investors LLC and CG Investments VII Inc. FGAC
will change its name on closing of the MDI Acquisition (“Closing”)
to Saltire Holdings, Ltd. (“Saltire”).
Kyle Cerminara, Chief Executive Officer of
Fundamental Global commented, “We are excited to announce the
launch of Saltire Holdings with FGAC’s acquisition of Strong/MDI.
We recently announced the sale of our Digital Ignition business,
and the proposed sale of MDI is aligned with our strategic
objectives at Fundamental Global. For MDI, being part of Saltire is
expected to provide greater access to the Canadian financial
markets as the management team executes on its growth plans. For
Strong Global and Fundamental Global, this represents an
opportunity to unlock the value of our investment in MDI, and we
look forward to the future growth and success of Saltire.”
The MDI Acquisition values MDI at a pre-money
valuation of $30 million (as adjusted pursuant to the Acquisition
Agreement). On Closing, FGAC will satisfy the Purchase Price (as
defined in the Acquisition Agreement) with: (i) cash, in an amount
equal to 25% of the net proceeds of a concurrent private placement,
if any (the “Cash Consideration”), (ii) the issuance to Strong
Global of preferred shares (“Preferred Shares”) with an initial
preferred share redemption amount of $9,000,000, and (iii) the
issuance to Strong Global of that number of common shares of FGAC
equal to (a) the MDI Equity Value (as defined in the Acquisition
Agreement) minus (x) the Cash Consideration and (y) the Preferred
Shares, divided by (b) $10.00.
Refer to the public filings of FGAC at
www.sedarplus.com and Strong Global at www.sec.gov for further
information.
About Fundamental Global
Inc.
Fundamental Global Inc. (Nasdaq: FGF, FGFPP) and
its subsidiaries engage in diverse business activities including
reinsurance, asset management, merchant banking, manufacturing and
managed services.
The FG® logo and Fundamental
Global® are registered trademarks of Fundamental Global
LLC.
About Strong Global Entertainment,
Inc.
Strong Global Entertainment, Inc. a majority
owned subsidiary of Fundamental Global Inc, is a leader in the
entertainment industry, providing mission critical products and
services to cinema exhibitors and entertainment venues for over 90
years. The Company manufactures and distributes premium large
format projection screens, provides comprehensive managed services,
technical support and related products and services primarily to
cinema exhibitors, theme parks, educational institutions, and
similar venues. In addition to traditional projection screens, the
Company manufactures and distributes its Eclipse curvilinear
screens, which are specially designed for theme parks, immersive
exhibitions, as well as simulation applications. It also provides
maintenance, repair, installation, network support services and
other services to cinema operators, primarily in the United
States.
About FGAC
FG Acquisition Corp. is a special purpose
acquisition company incorporated under the laws of British Columbia
for the purpose of effecting, directly or indirectly, an
acquisition of one or more businesses or assets, by way of a
merger, amalgamation, arrangement, share exchange, asset
acquisition, share purchase, reorganization, or any other similar
business combination involving the Corporation. Kyle Cerminara
serves as Chairman, Larry Swets, Jr. serves as Director and Chief
Executive Officer, and Hassan R. Baqar serves as Director and Chief
Financial Officer of the Corporation. In addition, Robert I.
Kauffman, a former co-founder and Principal of Fortress Investment
Group, serves as a Senior Advisor to the Corporation. The
Corporation received $115 million of proceeds from its initial
public offering which was completed on April 5, 2022 and the
closing of the over-allotment option granted in connection with
such initial public offering which was completed on April 20, 2022.
The gross proceeds of the offering were placed in an escrow account
with TSX Trust Company immediately thereafter and will be released
upon consummation of the Qualifying Acquisition in accordance with
the terms and conditions of the escrow agreement.
About MDI
MDI is a leading global manufacturer and
distributor of premium large format projection screens and
coatings. MDI supplies cinema screens to IMAX, AMC, Cinemark and
many of the other major cinema operators worldwide. MDI also
manufactures innovative screen support structures custom built to
adapt to virtually any venue requirement. MDI also manufactures
specially designed screens, haptic flooring and other solutions for
theme parks, immersive applications such as interactive dark rides,
3D/4D theme park rides, flying theaters and motion simulators.
MDI’s manufacturing facility is located in Joliette, Quebec,
Canada.
About Saltire
Following Closing, Saltire will be a long-term
capital partner that intends to invest in equity, debt and/or
hybrid securities. It is intended that investments made by Saltire
will consist of meaningful and influential stakes in carefully
selected private companies that Saltire’s manager, Saltire
Partners, Inc. (the “Manager”), believes are under-valued
businesses with high barriers to entry, predictable revenue
streams, cash flows and defensive characteristics, with a view to
significantly improve the fundamental value over the long-term.
Although Saltire intends to primarily invest in private companies,
Saltire may, in certain circumstances if the opportunity arises,
also explore potential investments in public companies to the
extent it is able to identify opportunities for take-private
transactions that otherwise fall within Saltire’s investment
strategy. This opportunity will provide retail investors access to
private and control-level investments typically reserved for larger
players, while maintaining liquidity, as well as an ownership
interest in the Manager.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These statements are therefore entitled to the protection of the
safe harbor provisions of these laws. These statements may be
identified by the use of forward-looking terminology such as
“anticipate,” “believe,” “budget,” “can,” “contemplate,”
“continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,”
“forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,”
“may,” “might,” “outlook,” “plan,” “possibly,” “potential,”
“predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,”
“should,” “target,” “view,” “will,” “would,” “will be,” “will
continue,” “will likely result” or the negative thereof or other
variations thereon or comparable terminology. In particular,
discussions and statements regarding the Company’s future business
plans and initiatives are forward-looking in nature. We have based
these forward-looking statements on our current expectations,
assumptions, estimates, and projections. While we believe these to
be reasonable, such forward-looking statements are only predictions
and involve a number of risks and uncertainties, many of which are
beyond our control. These and other important factors may cause our
actual results, performance, or achievements to differ materially
from any future results, performance or achievements expressed or
implied by these forward-looking statements, and may impact our
ability to implement and execute on our future business plans and
initiatives. Management cautions that the forward-looking
statements in this release are not guarantees of future
performance, and we cannot assume that such statements will be
realized or the forward-looking events and circumstances will
occur. Factors that might cause such a difference include, without
limitation: risks associated with our inability to identify and
realize business opportunities, and the undertaking of any new such
opportunities; our lack of operating history or established
reputation in the reinsurance industry; our inability to obtain or
maintain the necessary approvals to operate reinsurance
subsidiaries; risks associated with operating in the reinsurance
industry, including inadequately priced insured risks, credit risk
associated with brokers we may do business with, and inadequate
retrocessional coverage; our inability to execute on our investment
and investment management strategy, including our strategy to
invest in the risk capital of special purpose acquisition companies
(SPACs); our ability to maintain and expand our revenue streams to
compensate for the lower demand for our digital cinema products and
installation services; potential interruptions of supplier
relationships or higher prices charged by suppliers in connection
with our Strong Global business; our ability to successfully
compete and introduce enhancements and new features that achieve
market acceptance and that keep pace with technological
developments; our ability to maintain Strong Global’s brand and
reputation and retain or replace its significant customers;
challenges associated with Strong Global’s long sales cycles; the
impact of a challenging global economic environment or a downturn
in the markets; the effects of economic, public health, and
political conditions that impact business and consumer confidence
and spending, including rising interest rates, periods of
heightened inflation and market instability; potential loss of
value of investments; risk of becoming an investment company;
fluctuations in our short-term results as we implement our new
business strategy; risks of being unable to attract and retain
qualified management and personnel to implement and execute on our
business and growth strategy; failure of our information technology
systems, data breaches and cyber-attacks; our ability to establish
and maintain an effective system of internal controls; our limited
operating history as a public company; the requirements of being a
public company and losing our status as a smaller reporting company
or becoming an accelerated filer; any potential conflicts of
interest between us and our controlling stockholders and different
interests of controlling stockholders; potential conflicts of
interest between us and our directors and executive officers; risks
associated with our related party transactions and investments; and
risks associated with our investments in SPACs, including the
failure of any such SPAC to complete its initial business
combination. Our expectations and future plans and initiatives may
not be realized. If one of these risks or uncertainties
materializes, or if our underlying assumptions prove incorrect,
actual results may vary materially from those expected, estimated
or projected. You are cautioned not to place undue reliance on
forward-looking statements. The forward-looking statements are made
only as of the date hereof and do not necessarily reflect our
outlook at any other point in time. We do not undertake and
specifically decline any obligation to update any such statements
or to publicly announce the results of any revisions to any such
statements to reflect new information, future events or
developments.
Investor Contact:
investors@fundamentalglobal.com
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