Spectrum Group International, Inc. Announces Commencement Of A Self-Tender Offer To Purchase Up To 208 Of Its Common Shares

Rhea-AI Summary

Spectrum Group International (SPGZ) announced a self-tender offer to buy back up to 208 Common Shares at $12,000 each, following a 1:10 reverse stock split in December 2021. The offer will expire on March 29, 2022, unless extended, and shareholders can participate voluntarily. If oversubscribed, shares will be prorated. Fractional shares are not accepted unless all shares held are tendered. D.F. King & Co. serves as the information agent for the offer. The board advises shareholders to make their own decisions and consult financial advisors.

Positive

• None.

Negative

• The offer may indicate a lack of investor confidence, necessitating a buyback to support share price.
• The self-tender offer could reflect a strategy to manage liquidity issues or declining share performance.

COSTA MESA, Calif., March 01, 2022 (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 today the commencement of a self-tender offer (the “Offer”) to purchase for cash up to 208 common shares, par value $0.01 of the Company (the “Common Shares”). The purchase price is $12,000 per Common Share. The number of shares for which the Offer is being made and the price per share in the Offer reflect the 1:10 reverse split of the common shares effected in December 2021.

The Offer will expire at 5:00 pm, Eastern Time, on Tuesday, March 29, 2022, unless extended by SGI (the “Expiration Time”).  Tenders of the Common Shares must be made prior to the Expiration Time and may not be withdrawn. However, if the Expiration Time is extended and closing of the Offer has not occurred by April 29, 2022, shareholders may withdraw their previously tendered Common Shares.

Participation in the Offer is voluntary. The Offer is not conditioned upon any minimum number of Common Shares being tendered. However, if the Offer is oversubscribed, the Company will prorate the number of shares accepted for payment. If application of the proration factor to the number of Common Shares tendered results in a fractional share, the number of shares accepted for payment from the tendering shareholder will be rounded down to the nearest whole share.  If the number of Common Shares resulting from application of the proration factor is less than one, none of the shares from the tendering shareholder will be accepted. 

The tender of fractional Common Shares will not be accepted, unless the shares tendered represent all of the shares held of record by the tendering shareholder.

The Offer is subject to various terms and conditions. Specific instructions and an explanation of the terms and conditions of the Offer are contained in the offer to purchase, dated March 1, 2022 (the “Offer to Purchase”) and related materials that are being mailed to shareholders.

Certain Information Regarding the Offer

D.F. King & Co., Inc. will serve as information agent.  The depositary is American Stock Transfer & Trust Company, LLC.  For more information about the Offer, please contact D.F. King & Co., Inc. at spectrumgroup@dfking.com or (888) 564-8149.

While SGI’s board of directors has authorized the Offer, none of SGI, its directors and officers, the depositary or the information agent are making any recommendation to shareholders on whether or not to tender their Common Shares.  Shareholders must make their own decision as to whether to tender their Common Shares and, if so, how many Common Shares to tender.  In doing so, shareholders should read carefully the information in the Offer to Purchase and the Letter of Transmittal relating to the Offer that are being distributed to shareholders, as they may be amended or supplemented.  Shareholders should read the Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Offer. Shareholders are urged to discuss their decision with their tax advisors, financial advisors and/or brokers.

This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any Common Shares.

The offer is being made solely by the Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented. Investors may obtain these documents for free from D.F. King & Co., Inc. by telephone at (888) 564-8149 or by email at spectrumgroup@dfking.com.

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 40% interest in Spectrum Wine Auctions, LLC, the Company is also engaged in the sale of rare and fine vintage wines.

Contact:

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

FAQ

What is the self-tender offer announced by Spectrum Group International (SPGZ)?

Spectrum Group International (SPGZ) has initiated a self-tender offer to purchase up to 208 Common Shares at $12,000 each.

When does the self-tender offer for SPGZ expire?

The self-tender offer for Spectrum Group International (SPGZ) will expire on March 29, 2022.

What happens if the self-tender offer for SPGZ is oversubscribed?

If the self-tender offer is oversubscribed, shares will be prorated based on the number of shares tendered.

Who is handling the self-tender offer for Spectrum Group International (SPGZ)?

D.F. King & Co., Inc. is serving as the information agent for the self-tender offer by Spectrum Group International (SPGZ).

Can shareholders withdraw their tendered shares in the SPGZ offer?

Shareholders may withdraw their tendered shares if the offer is extended and has not closed by April 29, 2022.