US-based investment management company 180 Degree Capital and Mount Logan Capital, an alternative asset management and insurance solutions company, have signed a definitive agreement for an all-stock merger.
The resulting entity will be a Delaware corporation, listed on Nasdaq.
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This merged business will be an alternative asset management and insurance solutions platform, adopting the name Mount Logan Capital Inc. (New Mount Logan).
It will have more than $2.4bn in assets under management.
As per the agreement, Mount Logan shareholders are set to receive shares in New Mount Logan proportionate to Mount Logan’s $67.4m transaction equity value at signing, subject to adjustments, in comparison to 180 Degree Capital’s net asset Value at closing.
Approximately 20% of 180 Degree Capital shareholders and 23% of Mount Logan shareholders have entered into voting agreements in support of the business combination.
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By GlobalDataAdditional non-binding written indications of support have been received from roughly 7% and 9% of shareholders from 180 Degree Capital and Mount Logan, respectively.
The proposed deal values the merged enterprise at an estimated $139m pro forma enterprise value at closing.
Post-merger, both 180 Degree Capital and Mount Logan will operate as wholly-owned subsidiaries of New Mount Logan, which will continue to be listed on Nasdaq.
The boards of directors of both 180 Degree Capital and Mount Logan have unanimously approved the merger.
The deal is anticipated to close in mid-2025, contingent upon regulatory and shareholder approvals, and other standard closing conditions.
180 Degree Capital president Daniel B Wolfe said: “We inherited a balance sheet comprised primarily of privately held, venture capital investments and successfully transitioned it to our current assets that are substantially all securities of publicly listed companies and cash.
“Once we had our balance sheet comprised substantially of public securities and cash, we began considering a variety of options to help fuel future growth and shareholder value creation.”
Upon closing, Mount Logan’s CEO Ted Goldthorpe is expected to assume the role of CEO of the combined entity.
