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

Argus Nov 26 session

+2.62% close to close Open Argus

Details

News Market Reaction – GRND

On Nov 26, the day this news came out, GRND closed 2.62% above the previous close.

Data tracked by StockTitan Argus for the Nov 26 session.

Key Figures

Ownership stake: more than 60% of outstanding shares Proposed take-private price: $18.00 per share

Ownership stake

more than 60% of outstanding shares

Beneficial ownership by the Proposing Shareholders and affiliates

Proposed take-private price

$18.00 per share

Withdrawn non-binding go-private proposal for Grindr

Historical Context

5 past events · Latest: Dec 04

5 events

1. Dec 04

   Cultural report

   24h Move

   +0.9%

   Annual GRINDR UNWRAPPED usage and culture report driven by app data.

2. Nov 26

   Take-private update

   24h Move

   +2.6%

   Major shareholders withdraw $18 go-private bid but signal continued support.

3. Nov 24

   Committee decision

   24h Move

   -12.1%

   Special Committee ends talks on $18 take-private citing financing uncertainty.

4. Nov 14

   Brand partnership

   24h Move

   -2.6%

   Fashion collaboration and LGBTQ+ support initiative with fundraising auction.

5. Nov 06

   Q3 earnings

   24h Move

   +3.0%

   Q3 revenue and EBITDA growth with raised full-year EBITDA expectations.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

take-private transaction, senior debt, net debt to EBITDA, tele-medicine, +3 more

7 terms

take-private transaction financial

"decision to cease engagement on proposed take-private transaction"

A take-private transaction is when one party buys enough shares of a publicly traded company to remove it from the stock market and make it privately owned. For investors this matters because buyers typically offer a cash premium to persuade shareholders to sell, after which shares stop trading publicly and liquidity and public oversight decrease — similar to buying out co-owners of a shared property so it becomes a single-owner house.

senior debt financial

"contributions in the form of senior debt, hybrid securities and equity"

Senior debt is borrowing that has first claim on a company's cash and assets if the company can't pay its bills, so lenders holding senior debt are repaid before other creditors and equity holders. Think of it as being first in line at a checkout; that priority makes senior debt lower risk and typically carries lower interest, and its size and terms matter to investors because they affect the safety of creditors and the potential upside or vulnerability of shareholders.

net debt to EBITDA financial

"one of the lowest ratios of net debt to EBITDA in our history"

Net debt to EBITDA is a financial ratio that compares a company's total debt, minus any cash it has on hand, to its earnings before interest, taxes, depreciation, and amortization (EBITDA). It indicates how many years it would take for a company to pay off its debt if all its earnings were used for that purpose. Investors use this ratio to assess the company's financial health and its ability to manage and repay its debts over time.

tele-medicine medical

"initiatives such as tele-medicine, but also in additional vertical opportunities"

Medical care and consultations delivered remotely using video calls, phone, messaging and connected devices so patients can see doctors and share health data without going to a clinic — like online banking for health care. Investors watch tele-medicine because wider use can change how much health services cost, who gets care, and which companies earn revenue, benefiting software platforms, device makers and service providers as adoption, payment rules and technology improve.

cryptocurrency technical

"additional vertical opportunities that might be considered in the future including travel, media, AI, cryptocurrency and more"

Cryptocurrency is a type of digital money that uses special computer codes to secure transactions and control the creation of new units. Unlike traditional cash, it exists only electronically and isn't issued or regulated by any government or bank. For investors, it represents a new form of asset that can be used for transactions or held as an investment, often with the potential for high gains but also significant risks.

View in glossary

proxy statement regulatory

"it is not a substitute for any proxy statement or other filings"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

Securities and Exchange Commission regulatory

"other filings that may be made with the Securities and Exchange Commission ("SEC")"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

View original content:https://www.prnewswire.com/news-releases/george-raymond-zage-ill-and-james-fu-bin-lu-respond-to-grindr-special-committee-decision-to-cease-engagement-on-proposed-take-private-transaction-302626792.html

SOURCE George Raymond Zage III & James F. Lu

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.