George Raymond Zage Ill and James Fu Bin Lu Respond to Grindr Special Committee decision to Cease Engagement on Proposed Take-Private Transaction

Rhea-AI Summary

George Raymond Zage III and James Fu Bin Lu (NYSE: GRND), who together beneficially own more than 60% of Grindr, withdrew their non-binding take-private proposal to acquire Grindr for $18.00 per share after the company's Special Committee ceased engagement citing financing uncertainty.

The shareholders said they secured multiple financing expressions of interest, noted Grindr's strong Q3 performance, low net debt-to-EBITDA, and substantial 2025 share repurchases at prices above $18.00 per share. Mr. Zage intends to continue buying shares in-market (subject to trading rules) and will urge materially larger repurchase plans and potential future dividends while engaging with management on product and vertical initiatives.

Positive

• Majority ownership exceeding 60% by proposing shareholders
• Proposal price set at $18.00 per share
• Company Q3 described as outstanding by the parties
• Low net debt-to-EBITDA and significant free cash flow growth

Negative

• Special Committee ceased engagement due to financing uncertainty
• Proposing shareholders withdrew the Proposal on Nov 26, 2025
• Company repurchased shares in 2025 at prices above $18.00, reducing takeover leverage

Insights

Strategic Activist / Corporate Finance Analyst

Major shareholder withdraws an $18.00 take‑private bid after the board stopped engagement; plans shift to market buying and pushing larger buybacks.

Grindr faced a proposed take‑private offer of $18.00 per share that the Special Committee ceased engaging on Nov. 26, 2025. The Proposing Shareholders, who control more than 60% of shares, cite financing uncertainty for the termination despite securing multiple financing expressions of interest. They have formally withdrawn the Proposal and signalled continued capital deployment via open‑market purchases and a push for materially larger repurchase programs.

This outcome shifts the mechanism of capital return from a negotiated buyout to shareholder‑driven repurchases and potential dividend advocacy. Key dependencies include the board's willingness to expand repurchases, the timing and size of open‑market purchases constrained by trading windows, and any concrete financing commitments that were previously discussed. Risks include limited incremental share reduction if the company refuses larger buybacks and regulatory or policy constraints on insider purchasing timing.

Monitor three concrete items over the next 3–12 months: whether the board increases authorized repurchases and the announced size and pace of those programs; any disclosed large insider or affiliated purchases consistent with the stated intent; and further formal financing commitments or renewed engagement on a transaction. These items will clarify whether shareholder returns via buybacks replace a take‑private valuation event in the near term.

LOS ANGELES, Nov. 26, 2025 /PRNewswire/ -- George Raymond Zage Ill and James Fu Bin Lu (together, the "Proposing Shareholders" or "we"), who along with affiliated entities beneficially own in aggregate more than 60% of the outstanding shares of common stock of Grindr Inc. (the "Company'' or "Grindr") (NYSE: GRND), today responded to the Grindr Special Committee of its Board of Directors' (the "Special Committee") decision to cease engagement with the Proposing Shareholder's non-binding take-private proposal (the "Proposal") to acquire Grindr for $18.00 per share.

The Special Committee indicated that this determination was made due to uncertainty around the financing for the Proposal. Over the past several weeks, there was regular engagement and negotiation around the signing of a confidentiality agreement to allow our team of financial advisors to conduct confirmatory due diligence in order to finalize a committed debt facility for the going private transaction. The Proposing Shareholders secured significant expressions of interest, in multiple cases unsolicited, to participate in acquisition financing, including multiple highly confident letters as well as contributions in the form of senior debt, hybrid securities and equity. We also indicated to the Special Committee a willingness for the acquisition to be subject to obtaining the approval of a majority of the disinterested shareholders in this take-private transaction.

We also are aware of the following considerations:

1. The Company recently reported outstanding performance in its most recent third quarter financial results, as noted by the Special Committee, and that they feel, as we do, very confident in the Company's ability to create significant value for shareholders.
   
   
2. Research has recently been published after the third quarter earnings from a number of investment banks who have price targets for the Company that are significantly higher than the proposed $18.00 per share acquisition price.
   
   
3. The Company's board of directors has approved and the Company has completed a considerable volume of share repurchases during the course of 2025 at prices in excess of the proposed $18.00 per share acquisition price.
   
   
4. The senior management of the Company has a preference for Grindr to remain a public company.
   
   
5. The Company currently has one of the lowest ratios of net debt to EBITDA in our history of ownership, with significant free cash flow growth. These facts, coupled with the Company's history of deleveraging multiple times is what generated the significant financing interest for the Proposal—but it is also possible for the Company to utilize its balance sheet and cash flow strength to undertake a large and incremental repurchase of Company shares while remaining a public company.

As a result of these considerations, and the feedback from the Special Committee and their termination of engagement on the Proposal, we are withdrawing the Proposal. Mr. Zage's intention, in lieu of a bid to privatize the Company, is to continue to purchase additional shares of the Company in the market. This will be subject to the Company's existing trading policies and approvals, and subject to trading windows. Mr. Zage will also strongly recommend to the Company's management and board of directors to take all necessary steps to materially increase the size of the Company's share repurchase plans and more broadly its commitment to providing returns for shareholders, which at some point may also include dividends.

We will also look to engage constructively with management on the ongoing growth and development of the Global Gayborhood in your Pocket™, including the already announced initiatives such as tele-medicine, but also in additional vertical opportunities that might be considered in the future including travel, media, AI, cryptocurrency and more. The Company has a unique and important role for its customers and the community it serves—we look forward to many years of continued growth and strong financial performance.

Disclaimer

This press release is not a solicitation of a proxy or vote with respect to any securities of the Company or any other securities, or an offer to purchase or a solicitation of an offer to sell any securities of the Company or any other securities, and it is not a substitute for any proxy statement or other filings that may be made with the Securities and Exchange Commission ("SEC"). If such documents are filed with the SEC, investors will be urged to thoroughly review and consider them because they will contain important information, including risk factors. Any such documents, once filed, will be available free of charge at the SEC's website (www.sec.gov) and from the Company.

Media Contacts 
Steve Bruce / Taylor Ingraham
ASC Advisors
sbruce@ascadvisors.com / tingraham@ascadvisors.com
203 992 1230

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SOURCE George Raymond Zage III & James F. Lu

FAQ

Why did Grindr (GRND) shareholders withdraw the $18 per share take-private proposal on Nov 26, 2025?

The Special Committee ceased engagement citing uncertainty around financing, leading the proposing shareholders to withdraw the non-binding proposal.

How much of Grindr (GRND) do George Zage and James Lu beneficially own?

They and affiliated entities beneficially own in aggregate more than 60% of outstanding common stock.

What did the proposers say about Grindr's recent financial performance and balance sheet?

They cited outstanding Q3 results, a historically low net debt-to-EBITDA ratio, and significant free cash flow growth.

Will Mr. Zage continue buying Grindr (GRND) shares after withdrawing the proposal?

Yes; Mr. Zage intends to continue purchasing shares in the market subject to trading policies and windows.

How did 2025 share repurchases affect the proposed $18 per share offer for GRND?

The company completed sizable 2025 repurchases at prices in excess of $18.00 per share, which the proposers noted as a consideration against the Proposal.

What shareholder actions will the proposing shareholders recommend to Grindr management?

They will recommend materially increasing the size of the company's share repurchase plans and consider returning capital via dividends.