Source Capital Responds to 180 Degree Capital Corp.

Rhea-AI Summary

Source Capital (NYSE: SOR) has expressed disappointment over 180 Degree Capital Corp. (NASDAQ: TURN)'s swift rejection of its non-binding initial merger proposal within three business days, without engaging in any dialogue to maximize shareholder value. Despite the rejection, Source Capital notes that the market responded positively to their proposal, and at least one major TURN shareholder has publicly supported engagement between the companies. Source Capital maintains its commitment to pursuing a potential merger and seeks constructive dialogue with TURN's Board of Directors.

Positive

• Market reacted positively to the merger proposal
• Support from at least one major TURN shareholder

Negative

• Quick rejection of merger proposal by TURN
• Lack of dialogue between parties for potential value creation

Insights

Financial Analyst

The rejection of Source Capital's non-binding merger proposal by 180 Degree Capital Corp. presents a compelling corporate development that warrants careful analysis. The swift three-day rejection without engagement suggests TURN's board may have concerns about valuation or strategic fit, but their quick dismissal without dialogue could be viewed as potentially not fulfilling their fiduciary duty to thoroughly evaluate opportunities for shareholder value creation.

The positive market reaction and public support from a major TURN shareholder are particularly noteworthy. This shareholder activism element adds pressure on TURN's board to at least engage in discussions, as institutional investors often play important roles in influencing corporate actions. Historical precedents in the closed-end fund space show that initial rejections frequently lead to improved offers or negotiations when substantial shareholder support exists.

From a strategic perspective, consolidation in the closed-end fund sector can create significant benefits through:

• Reduced administrative and operational costs
• Enhanced market liquidity for the combined entity
• Potentially narrower discount to NAV
• Improved economies of scale in investment management

Source Capital's expressed commitment to pursuing the merger suggests this could evolve into a more complex situation. The board's resistance might lead to:

• A revised proposal with improved terms
• Increased shareholder activism
• Potential proxy contest if negotiations remain stalled

LOS ANGELES--(BUSINESS WIRE)-- Source Capital (NYSE: SOR), a closed-end fund (“Source”), is disappointed that the Board of Directors of 180 Degree Capital Corp. (NASDAQ: TURN) (“TURN”) quickly rejected Source’s non-binding initial proposal in three business days without any dialogue with Source to reach an agreement that would maximize value for all TURN shareholders.

The market reacted positively to Source’s proposal, and at least one of TURN’s large shareholders has publicly urged TURN to engage with Source.

Source remains committed to a potential merger and hopes to work constructively with TURN’s Board of Directors.

Forward-Looking Statements

Certain statements contained in this letter are forward-looking and/or based on current expectations, projections, and information currently available. Future events or results may vary significantly from those expressed and are subject to change at any time in response to changing circumstances and industry developments. The information and data contained herein has been prepared from public sources believed reliable. We disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.

Important Information and Where to Find it

If the proposed transaction is fully negotiated in a mutually acceptable form, Source intends to file with the SEC on Form N-14 and mail to TURN’s shareholders a joint proxy statement/prospectus (the “Joint Proxy Statement”), which would serve as a proxy statement for TURN and a registration statement for Source. The Joint Proxy Statement would contain important information about Source, TURN, the merger and related matters. This letter does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. IF THE TRANSACTION PROCEEDS, SHAREHOLDERS OF TURN ARE URGED TO READ THE JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN OR IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SOURCE, TURN, THE MERGE AND RELATED MATTERS. Investors and security holders will be able to obtain the documentation filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or by directing a request to:

C/O UMB FUND SERVICES, INC.
235 WEST GALENA STREET
MILWAUKEE, WISCONSIN 53212

Participation in the Solicitation

Source, its trustees, certain of its executive officers and certain employees and officers of FPA may be deemed to be participants in the solicitation of proxies in connection with the merger. Information about Source, its trustees, certain of its executive officers and certain employees and officers of FPA will, if an agreement is reached, be set forth in the Joint Proxy Statement. These documents may be obtained free of charge from the sources indicated above. None of Source, FPA, nor to FPA’s knowledge, any of their respective officers, directors or trustees, owns any securities of TURN. Information regarding Source Capital’s officers and trustees is available in the Section entitled “Proposal 1—Election of the Board” in Source’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 19, 2024. Information regarding FPA and its officers and directors is available in Schedule A to its Form ADV Part 1A.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250204132571/en/

Media: Tucker Hewes, Hewes Communications, Inc., 212-207-9451, tucker@hewescomm.com

Source: Source Capital

FAQ

What was the market reaction to Source Capital's (SOR) merger proposal with 180 Degree Capital?

The market reacted positively to Source Capital's merger proposal with 180 Degree Capital Corp.

How long did it take 180 Degree Capital to respond to Source Capital's (SOR) merger proposal?

180 Degree Capital rejected Source Capital's non-binding initial proposal within three business days.

Did any 180 Degree Capital shareholders support Source Capital's (SOR) merger proposal?

Yes, at least one large shareholder of 180 Degree Capital has publicly urged TURN to engage with Source Capital regarding the merger proposal.

Is Source Capital (SOR) still pursuing the merger with 180 Degree Capital?

Yes, Source Capital remains committed to a potential merger and hopes to work constructively with TURN's Board of Directors.