180 Degree Capital Updates Shareholders On Mount Logan Merger Progress; Files Amended Proxy for Mount Logan Merger Approval

Author: Benzinga Newsdesk | June 05, 2025 07:08am

180 Degree Capital Corp. (NASDAQ:TURN) ("180 Degree Capital") today provided the following update regarding the progress of its proposed merger with Mount Logan Capital Inc. ("Mount Logan") in an all-stock transaction (the "Business Combination").

On May 6, 2025, we filed an amended preliminary proxy statement (the "180 Proxy Statement") that contained a full set of audited financial statements of Mount Logan Capital Inc. ("Mount Logan"). As Mount Logan is currently a Canadian issuer, Mount Logan was required to convert its prior financial statements, which were audited in accordance with IFRS, into U.S. GAAP compliant financial statements in order to meet SEC requirements. Concurrent with the filing of our amended preliminary proxy materials, Yukon Parent ("New Mount Logan"), the legal acquiror in the Business Combination, filed an amended registration statement on Form S-4 (the "Form S-4") to register the issuance of the shares to both 180 Degree and Mount Logan shareholders in connection with the Business Combination.

Both the 180 Degree Proxy Statement and the Form S-4 are presently going through the standard SEC review process that is typical of mergers involving public companies such as 180 Degree. Once we have cleared SEC comments, we intend to promptly set record and meeting dates for the special meeting referenced in the 180 Degree Proxy Statement and seek effectiveness of the Form S-4 in order to allow us to commence the proxy solicitation process. While we cannot assure shareholders of the exact time that we will clear SEC comments, we remain hopeful that we will commence the solicitation process and hold our special meeting for shareholders to vote to approve the proposed Business Combination during the third quarter of 2025.

While we continue to work through the process discussed above, we are pleased that our shareholders have thus far benefited from an increase of 180 Degree Capital's common stock price of +5.6% since the day prior to our announcement of our proposed Business Combination through the date of this press release versus the Russell Microcap Index total return of -4.9%.1 We continue to believe that converting to an operating company will make 180 Degree Capital's net asset value a floor for our stock price rather than the ceiling as it is for most closed-end funds. Additionally, we believe this Business Combination has the potential to provide for value creation that could materially exceed the normal merger-related expenses that were incurred as part of this process (excluding a significant amount of additional professional fees incurred addressing and responding to the public efforts by certain shareholders who seek to derail our proposed Business Combination). We also believe that such merger-related expenses would likely be substantially similar in magnitude in any merger transaction.

We look forward to completing the SEC review process, which will allow 180 Degree Capital to commence its efforts to seek shareholder approval for the Business Combination. We believe this proposed Business Combination is a unique opportunity for future value creation for all of 180 Degree Capital's shareholders. In the meantime, we appreciate the questions, comments and support from those shareholders who have reached out to us directly since the announcement of our proposed Business Combination, and the support of approximately 14% of non-insider shareholders who have signed voting agreements and/or provided non-binding written indications of support. The form of voting agreement was filed as an exhibit to the 180 Proxy Statement and Form S-4. For the avoidance of doubt, this agreement represents the entirety of our agreement relating to the Business Combination, and there are no separate agreements with those shareholders who provided non-binding indications of support. We look forward to further direct conversations and to the opportunity to bring this proposed Business Combination to a vote of our shareholders.

Posted In: TURN