180 Degree Capital Corp. Amends Election of Director Special Meeting Date Pursuant to Shareholder Demand Under New York Business Law
180 Degree Capital (NASDAQ:TURN) announced the rescheduling of its special meeting for director elections to September 15, 2025. The date change follows discussions with shareholders who submitted a demand request on June 17, 2025, considering the company's focus on minimizing expenses ahead of its proposed all-stock merger with Mount Logan Capital Inc.
The company expects to secure regulatory approvals and hold a special meeting for the Business Combination approval before the new director election meeting date. The agreement includes provisions for seeking consent from demanding shareholders for any future date changes and providing notice to Marlton Partners before filing preliminary proxy materials.
180 Degree Capital (NASDAQ:TURN) ha annunciato il rinvio della sua assemblea straordinaria per l'elezione dei direttori al 15 settembre 2025. Il cambiamento della data segue le discussioni con gli azionisti che hanno presentato una richiesta il 17 giugno 2025, considerando l'obiettivo della società di ridurre le spese in vista della proposta fusione interamente in azioni con Mount Logan Capital Inc.
L'azienda prevede di ottenere le approvazioni regolamentari e di tenere un'assemblea straordinaria per l'approvazione della Business Combination prima della nuova data per l'elezione dei direttori. L'accordo prevede inoltre che per eventuali ulteriori cambi di data si debba ottenere il consenso degli azionisti richiedenti e si debba notificare Marlton Partners prima della presentazione dei materiali preliminari per la procura.
180 Degree Capital (NASDAQ:TURN) anunció el reprogramación de su reunión especial para las elecciones de directores al 15 de septiembre de 2025. El cambio de fecha sigue a las conversaciones con accionistas que presentaron una solicitud el 17 de junio de 2025, teniendo en cuenta el enfoque de la compañía en minimizar gastos antes de su propuesta fusión totalmente en acciones con Mount Logan Capital Inc.
La empresa espera obtener las aprobaciones regulatorias y celebrar una reunión especial para la aprobación de la Combinación de Negocios antes de la nueva fecha de elección de directores. El acuerdo incluye disposiciones para buscar el consentimiento de los accionistas demandantes para cualquier cambio futuro de fecha y para notificar a Marlton Partners antes de presentar los materiales preliminares del poder.
180 Degree Capital (NASDAQ:TURN)은 이사 선출을 위한 임시 주주총회를 2025년 9월 15일로 연기한다고 발표했습니다. 이번 일정 변경은 2025년 6월 17일에 요구서를 제출한 주주들과의 논의에 따른 것으로, 회사가 Mount Logan Capital Inc.와의 전액 주식 합병 제안에 앞서 비용 절감을 중점으로 두고 있기 때문입니다.
회사는 규제 승인 확보 및 사업 결합 승인 임시 주주총회를 새로운 이사 선출 회의 날짜 이전에 개최할 예정입니다. 이 합의에는 향후 일정 변경 시 요구 주주의 동의를 구하고, 예비 위임장 자료 제출 전에 Marlton Partners에 통지하는 조항이 포함되어 있습니다.
180 Degree Capital (NASDAQ:TURN) a annoncé le report de son assemblée générale extraordinaire pour l'élection des administrateurs au 15 septembre 2025. Ce changement de date fait suite à des discussions avec des actionnaires ayant soumis une demande le 17 juin 2025, tenant compte de l'objectif de la société de réduire les dépenses avant sa fusion proposée entièrement en actions avec Mount Logan Capital Inc.
La société prévoit d'obtenir les approbations réglementaires et de tenir une assemblée extraordinaire pour l'approbation de la fusion avant la nouvelle date de l'élection des administrateurs. L'accord prévoit également des dispositions pour obtenir le consentement des actionnaires demandeurs en cas de futurs changements de date et pour informer Marlton Partners avant le dépôt des documents préliminaires de procuration.
180 Degree Capital (NASDAQ:TURN) gab die Verschiebung seiner außerordentlichen Hauptversammlung zur Wahl der Direktoren auf den 15. September 2025 bekannt. Die Terminänderung folgt auf Gespräche mit Aktionären, die am 17. Juni 2025 eine Forderung eingereicht hatten, wobei das Unternehmen den Fokus auf Kostenminimierung vor der vorgeschlagenen Aktientauschfusion mit Mount Logan Capital Inc. legt.
Das Unternehmen erwartet, die behördlichen Genehmigungen zu erhalten und vor dem neuen Termin der Direktorenwahl eine außerordentliche Hauptversammlung zur Genehmigung der Unternehmenszusammenführung abzuhalten. Die Vereinbarung sieht vor, für zukünftige Terminänderungen die Zustimmung der fordernden Aktionäre einzuholen und Marlton Partners vor Einreichung der vorläufigen Vollmachtsunterlagen zu benachrichtigen.
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Insights
TURN's merger with Mount Logan progressing; special meeting for director elections postponed amid shareholder demands.
180 Degree Capital (TURN) has rescheduled its director election special meeting from its original date to September 15, 2025 following discussions with shareholders who submitted a demand letter on June 17. This adjustment represents a strategic maneuver in the company's ongoing merger process with Mount Logan Capital.
The postponement stems from what appears to be a constructive resolution between management and the shareholders behind the demand letter, particularly Marlton Partners, LP. Both parties have reached specific agreements regarding future communications, with TURN promising to seek consent before any further date changes and providing at least five days' notice before filing preliminary proxy materials. In exchange, Marlton has agreed not to file its own preliminary proxy materials before the company does so.
The company explicitly states it expects to secure the necessary regulatory approvals and shareholder votes for the Mount Logan merger before the newly scheduled director election meeting. This sequencing suggests management's priority is completing the all-stock transaction before addressing board composition changes demanded by activist shareholders.
This development indicates active shareholder engagement in TURN's governance and strategic direction. The fact that management referenced its goal of "minimizing expenses and maximizing net asset value" suggests the activist pressure may be focused on concerns about value preservation. The careful coordination of proxy filing timing between the parties points to a negotiated settlement that prevents an immediate proxy contest while ensuring the director election proceeds if the merger doesn't materialize by September.
MONTCLAIR, N.J., June 27, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital”) today provides notice to its shareholders that the date of the previously announced special meeting of shareholders for the sole purpose of electing directors (“Director Election Special Meeting”) has been moved to September 15, 2025.
This change of date resulted from constructive conversations with the shareholders who submitted a demand request on June 17, 2025 (the “Demand Letter”), who acknowledged and understood the concerns of 180 Degree Capital with regard to its goal of minimizing expenses and maximizing net asset value heading into our proposed merger with Mount Logan Capital Inc. (“Mount Logan”) in an all-stock transaction (the “Business Combination”). 180 Degree Capital currently believes that it will secure the required regulatory approvals to be able to hold a special meeting for shareholders to seek approval for the Business Combination, and should such approval be secured, to close the Business Combination prior to the new date of the Director Election Special Meeting.
In conjunction with the change of the date of the Director Election Special Meeting, 180 Degree Capital has agreed to seek consent from the shareholders who issued the Demand Letter prior to any further changing in the date of the Director Election Special Meeting and to provide at least five (5) days’ notice prior to filing preliminary proxy materials with the SEC on Schedule 14A with respect to the Director Election Special Meeting to Marlton Partners, LP (“Marlton”). Marlton has agreed not to file preliminary proxy materials with respect to the Director Election Special Meeting prior to the filing of 180 Degree Capital’s preliminary proxy materials pertaining to the Director Election Special Meeting.
About 180 Degree Capital Corp.
180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in and providing value-added assistance through constructive activism to what we believe are substantially undervalued small, publicly traded companies that have potential for significant turnarounds. Our goal is that the result of our constructive activism leads to a reversal in direction for the share price of these investee companies, i.e., a 180-degree turn. Detailed information about 180 Degree Capital and its holdings can be found on its website at www.180degreecapital.com.
Press Contact:
Daniel B. Wolfe
Robert E. Bigelow
180 Degree Capital Corp.
973-746-4500
ir@180degreecapital.com
Additional Information and Where to Find It
In connection with the Director Election Special Meeting, 180 Degree Capital intends to file with the SEC a proxy statement on Schedule 14A (the “Director Election Proxy Statement”), containing a form of WHITE proxy card, with respect to its solicitation of proxies for the Director Election Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DIRECTOR ELECTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed by the Company are also available free of charge by accessing the Company’s investor relations website at https://ir.180degreecapital.com.
In connection with the agreement and plan of merger among 180 Degree Capital, Mount Logan Capital Inc. ("Mount Logan"), Yukon New Parent, Inc. ("New Mount Logan"), Polar Merger Sub, Inc., and Moose Merger Sub, LLC, dated January 16, 2025, as it may from time to time be amended, modified or supplemented (the "Merger Agreement") that details the proposed combination of the businesses of 180 Degree Capital and Mount Logan and any other transactions contemplated by and pursuant to the terms of the Merger Agreement (the "Business Combination"), 180 Degree Capital intends to file with the SEC and mail to its shareholders a proxy statement on Schedule 14A (the “Business Combination Proxy Statement”), containing a form of WHITE proxy card. In addition, the surviving Delaware corporation, New Mount Logan plans to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will register the exchange of New Mount Logan shares in the Business Combination and include the Proxy Statement and a prospectus of New Mount Logan (the “Prospectus”). The Business Combination Proxy Statement and the Registration Statement (including the Prospectus) will each contain important information about 180 Degree Capital, Mount Logan, New Mount Logan, the Business Combination and related matters. SHAREHOLDERS OF 180 DEGREE CAPITAL AND MOUNT LOGAN ARE URGED TO READ THE BUSINESS COMBINATION PROXY STATEMENT AND PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE APPLICABLE SECURITIES REGULATORY AUTHORITIES AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT 180 DEGREE CAPITAL, MOUNT LOGAN, NEW MOUNT LOGAN, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders may obtain copies of these documents and other documents filed with the applicable securities regulatory authorities free of charge through the website maintained by the SEC at https://www.sec.gov and the website maintained by the Canadian securities regulators at www.sedarplus.ca. Copies of the documents filed by 180 Degree Capital are also available free of charge by accessing 180 Degree Capital’s investor relations website at https://ir.180degreecapital.com.
Certain Information Concerning the Participants
180 Degree Capital, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the Business Combination and the Director Election Special Meeting. Information about 180 Degree Capital’s executive officers and directors is available in 180 Degree Capital’s Annual Report filed on Form N-CSR for the year ended December 31, 2024, which was filed with the SEC on February 13, 2025, and in its proxy statement for the 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”), which was filed with the SEC on March 1, 2024. To the extent holdings by the directors and executive officers of 180 Degree Capital securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at https://www.sec.gov. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the 180 Degree Capital shareholders in connection with the Business Combination and the Director Election Special Meeting will be contained in the Business Combination Proxy Statement and the Director Election Proxy Statement, respectively, when each such document becomes available.
Mount Logan, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Mount Logan in favor of the approval of the Business Combination. Information about Mount Logan’s executive officers and directors is available in Mount Logan’s annual information form dated March 13, 2025, available on its website at https://mountlogancapital.ca/investor-relations and on SEDAR+ at https://www.sedarplus.com. To the extent holdings by the directors and executive officers of Mount Logan securities reported in Mount Logan’s annual information form have changed, such changes have been or will be reflected on insider reports filed on SEDI at https://www.sedi.com/sedi/. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Mount Logan shareholders in connection with the Business Combination will be contained in the Prospectus included in the Registration Statement when such document becomes available.
Non-Solicitation
This letter and the materials accompanying it are not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward-Looking Statements
This press release, and oral statements made from time to time by representatives of 180 Degree Capital and Mount Logan, may contain statements of a forward-looking nature relating to future events within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would,” “forecasts,” “seeks,” “future,” “proposes,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions). Forward-looking statements are not statements of historical fact and reflect Mount Logan’s and 180 Degree Capital’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the Business Combination involving Mount Logan and 180 Degree Capital, including future financial and operating results, Mount Logan’s and 180 Degree Capital’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the Business Combination, and other statements that are not historical facts, including but not limited to future results of operations, projected cash flow and liquidity, business strategy, payment of dividends to shareholders of New Mount Logan, and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this press release will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Mount Logan and 180 Degree Capital shareholder approvals; the risk that Mount Logan or 180 Degree Capital may be unable to obtain governmental and regulatory approvals required for the Business Combination (and the risk that such approvals may result in the imposition of conditions that could adversely affect New Mount Logan or the expected benefits of the Business Combination); the risk that an event, change or other circumstance could give rise to the termination of the Business Combination; the risk that a condition to closing of the Business Combination may not be satisfied; the risk of delays in completing the Business Combination; the risk that the businesses will not be integrated successfully; the risk that synergies from the Business Combination may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the Business Combination could have adverse effects on the market price of Mount Logan’s common shares or 180 Degree Capital’s common shares; unexpected costs resulting from the Business Combination; the possibility that competing offers or acquisition proposals will be made; the risk of litigation related to the Business Combination; the risk that the credit ratings of New Mount Logan or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the Business Combination; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Business Combination; competition, government regulation or other actions; the ability of management to execute its plans to meet its goals; risks associated with the evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions; natural and man-made disasters; civil unrest, pandemics, and conditions that may result from legislative, regulatory, trade and policy changes; and other risks inherent in Mount Logan’s and 180 Degree Capital’s businesses. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Readers should carefully review the statements set forth in the reports, which 180 Degree Capital has filed or will file from time to time with the SEC and Mount Logan has filed or will file from time to time on SEDAR+.
Neither Mount Logan nor 180 Degree Capital undertakes any obligation, and expressly disclaims any obligation, to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Any discussion of past performance is not an indication of future results. Investing in financial markets involves a substantial degree of risk. Investors must be able to withstand a total loss of their investment. The information herein is believed to be reliable and has been obtained from sources believed to be reliable, but no representation or warranty is made, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of the information and opinions. The references and link to the website www.180degreecapital.com and mountlogancapital.ca have been provided as a convenience, and the information contained on such websites are not incorporated by reference into this press release. Neither 180 Degree Capital nor Mount Logan is responsible for the contents of third-party websites.
FAQ
When is 180 Degree Capital's (TURN) rescheduled special meeting for director elections?
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