180 Degree Capital (TURN) noted the filing of an amended preliminary joint proxy statement/prospectus on Schedule 14A with the Securities and Exchange Commission on Thursday, June 12, regarding its proposed merger with Mount Logan Capital (PYCFF) in an all-stock transaction. As noted in its original press release issued on January 17, the surviving entity is expected to be a Delaware corporation operating as Mount Logan Capital listed on Nasdaq under the symbol “MLCI”. In connection with the Business Combination, 180 Degree Capital shareholders will receive proportionate ownership of New Mount Logan determined by reference to 180 Degree Capital’s net asset value at closing relative to a valuation of Mount Logan of approximately $67.4M at signing, subject to certain pre-closing adjustments. The company said, “This filing is the continuation of the standard SEC review process discussed in our press release issued on June 5, 2025, and is typical of mergers involving public companies such as 180 Degree Capital. 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. 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.”
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