Spectrum Group International Announces Proposed Cash Election Merger

Rhea-AI Summary

Spectrum Group International, Inc. (SPGZ) announced a proposal for a cash election merger, offering eligible shareholders $22,000 per share or shares in a new holding company. Accredited investors owning more than three shares can choose between cash or stock, while others will receive cash. The merger aims to engage financially sophisticated shareholders and eliminate disengaged investors. Shareholders need to provide written consents for approval, with Equiniti Trust Company, and D.F. King & Co., Inc. serving as agents for the process.

Positive

• The proposal offers eligible shareholders $22,000 per share or shares in a new holding company.
• Accredited investors owning more than three shares can choose between cash or stock.
• Shareholders not meeting the accredited investor criteria will receive cash consideration.
• The merger aims to engage financially sophisticated shareholders and eliminate disengaged investors.
• Written consents are required for approval of the merger.
• Equiniti Trust Company, and D.F. King & Co., Inc. are serving as agents for the process.

Negative

• None.

COSTA MESA, Calif., April 18, 2024 (GLOBE NEWSWIRE) -- Spectrum Group International, Inc. (SPGZ) (“SGI” or the “Company”), an integrated network of leading companies concentrating on numismatics (coins) and paper currency, announced a proposal to effect a cash election merger, in which certain eligible shareholders could elect to receive either cash consideration of $22,000 per share of the Company’s common stock or shares in a new holding company.

In the transaction, the Company will merge with a newly formed indirect wholly-owned subsidiary of the Company. Shareholders of the Company that are accredited investors, as that term is defined under the federal securities laws, and that own more than three shares of common stock will be eligible to make an election to receive the cash consideration or stock of another newly formed entity, of which the Company would become a wholly-owned subsidiary. All other shareholders would receive the cash consideration. In particular, no offer to receive the stock consideration is being made to any shareholder that is not an accredited investor.

The Company will be soliciting written consents for the approval of the merger. The Company will also be distributing a Consent and Election Statement which will provide information concerning the merger and election process, and directions for furnishing a consent to the merger and, for eligible shareholders, making an election. Consummation of the merger will be subject to certain conditions, that will be described in the Consent and Election Statement. Shareholders should read the Consent and Election Statement when it becomes available, including the special considerations regarding the Company and the merger described in the Consent and Election Statement.

In explaining the reasons for the merger, Greg Roberts, the Company’s chief executive officer, said, “The Company believes that, as a small issuer that is not publicly registered, it is preferable to have a financially sophisticated shareholder base that is engaged with the Company and that has a meaningful investment in the Company. By requiring eligible shareholders to make an affirmative choice to remain invested in the Company, the merger will eliminate shareholders that are either unaware of their investment in the Company or uninterested in maintaining a relationship with the Company.”

The Company has established April 23, 2024 as the record date for shareholders entitled to participate in the consent solicitation.

Equiniti Trust Company, LLC is serving as Tabulation Agent and Exchange Agent, and D.F. King & Co., Inc. is serving as Information Agent, for the consent solicitation and the merger.

About SGI

SGI operates through its subsidiaries as an integrated network of leading companies concentrating on numismatics (coins) and paper currency. The Company is also a merchant/dealer of certain collectibles. The sale of our products is conducted through auctions – both traditional live auctions as well as Internet only auctions – or through merchant/dealer transactions. The Company has offices and auction houses in North America, Europe and Asia. The Company's principal subsidiary is Stack's-Bowers Numismatics, LLC. In addition, through the Company’s 38% interest in Spectrum Wine Auctions, LLC, the Company is also engaged in the sale of rare and fine vintage wines.

Important Cautions Regarding Forward-Looking Statements

Statements in this press release that relate to plans and expectations regarding the merger are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Future events and uncertainties could cause actual results or circumstances to differ materially from those expressed or implied in these statements. For example, even if shareholders consent to the merger and the other conditions to the merger are satisfied, the Company’s board could determine not to consummate the merger for any reason. Also, the Company and the new holding company might not achieve the anticipated benefits of a more focused shareholder base.

Contact:
Spectrum Group International, Inc.
Greg Roberts
groberts@spectrumgi.com
949-748-4800

FAQ

What is the proposed cash election merger announced by Spectrum Group International, Inc. (SPGZ)?

Spectrum Group International, Inc. (SPGZ) announced a proposal for a cash election merger, offering eligible shareholders $22,000 per share or shares in a new holding company.

Who can choose between cash or stock in the merger proposal by Spectrum Group International, Inc. (SPGZ)?

Accredited investors owning more than three shares can choose between cash or stock in the merger proposal by Spectrum Group International, Inc. (SPGZ).

What is the purpose of the merger proposed by Spectrum Group International, Inc. (SPGZ)?

The merger aims to engage financially sophisticated shareholders and eliminate disengaged investors, as explained by the Company's CEO, Greg Roberts.

What role do Equiniti Trust Company, and D.F. King & Co., Inc. play in the merger process of Spectrum Group International, Inc. (SPGZ)?

Equiniti Trust Company, is serving as Tabulation Agent and Exchange Agent, and D.F. King & Co., Inc. is serving as Information Agent for the consent solicitation and the merger of Spectrum Group International, Inc. (SPGZ).