180 Degree Capital Corp. Notes Average Discount of Net Asset Value Per Share to Stock Price for First Month of Initial Measurement Period of Its Discount Management Program
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The announcement by 180 Degree Capital Corp. regarding the persistent discount of its stock price relative to its NAV is indicative of market sentiment that may not fully reflect the underlying asset values of the company. A discount of approximately 22% on average and 26% at the end of January, signals potential undervaluation. The Discount Management Program could serve as a strategic lever to align market price with NAV, potentially through buybacks, cash distributions, or tender offers. These actions could provide immediate liquidity to shareholders and may lead to a contraction of the discount if the market perceives them as value-enhancing.
However, the effectiveness of such measures will depend on subsequent market conditions and investor response. A significant buyback program, while supportive of the stock price, could also signal that the company views its stock as undervalued, potentially attracting investor interest. On the flip side, if the market views the underlying reasons for the discount as unresolved, such measures may have a limited impact. The long-term success of this strategy will hinge on TURN's ability to demonstrate sustainable growth and profitability in its investments, particularly in Synchronoss Technologies, Inc., which has been identified as a key driver for future growth.
The nomination of Matthew F. McLaughlin to the board of comScore, Inc. by 180 Degree Capital reflects a strategic move to influence corporate governance and strategy within its investment portfolio. McLaughlin's industry experience and stock ownership in comScore could bring a valuable perspective to the board, potentially driving strategic initiatives that align with shareholder interests. This move exemplifies 'constructive activism,' a strategy where investors actively engage with company management to implement changes that they believe will unlock shareholder value.
The competitive measurement industry, where comScore operates, is rapidly evolving with technology advancements and changing consumer behavior. Fresh perspectives and industry expertise, as suggested by 180 Degree Capital, could be crucial in navigating these changes. However, the unwillingness of comScore's current board to consider the nomination without a proxy contest highlights the challenges activist investors often face. The outcome of this situation will be closely watched as it could set a precedent for similar actions by other investors and have broader implications for corporate governance practices.
The legal implications of the Discount Management Program and the nomination of a new board member for comScore, Inc. should be considered. The program initiated by 180 Degree Capital is a clear sign of proactive governance, aiming to address the significant discount to NAV. From a legal standpoint, the board's consideration of options such as stock buybacks, cash distributions, or tender offers must comply with fiduciary duties and regulatory requirements. The program's success will depend on the board's ability to navigate these complexities while acting in the best interests of shareholders.
Regarding the nomination for comScore's board, the potential for a proxy contest could lead to legal scrutiny and regulatory filings, especially if negotiations between 180 Degree Capital and comScore's current board reach an impasse. Proxy battles can be costly and time-consuming and the legal strategies employed by both parties will be critical in determining the outcome. The resolution of this matter will provide insights into the legal dynamics of shareholder activism and the mechanisms available to investors seeking to effect change within a company's governance structure.
MONTCLAIR, N.J., Feb. 01, 2024 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (“180 Degree Capital”) (NASDAQ: TURN), noted today that the average discount between its estimated daily net asset value per share (“NAV”) and its daily closing stock price during January 2024, was approximately
As previously disclosed in a press release on November 13, 2023, 180 Degree Capital’s Board of Directors has set two measurement periods of 1) January 1, 2024 to December 31, 2024, and 2) January 1, 2025 to June 30, 2025, in which it will evaluate the average discount between TURN’s estimated daily NAV and its closing stock price pursuant to a Discount Management Program. Should TURN’s common stock trade at an average daily discount to NAV of more than
“The first quarter of 2024 has been very active for TURN,” said Kevin M. Rendino, Chief Executive Officer of 180 Degree Capital. “We have spent the time following my appointment to the board of directors of Synchronoss Technologies, Inc. (“SNCR”) in December 2023, digging in deep on all aspects of its business. We continue to believe that the sale of SNCR’s non-core businesses at the end of last year will prove to be a catalyst for its now cloud-only business to be a driver for growth into the future. We look forward to working with SNCR’s Board and management team to help drive value creation for all of SNCR’s stakeholders.”
“We also nominated Matthew F. McLaughlin for election to the board of directors of comScore, Inc. (“SCOR”),” added Daniel B. Wolfe, President of 180 Degree Capital. “We believe Matt is an ideal candidate for SCOR’s Board given the depth of his relevant industry experience built, in part, from his successful history as Chief Operating Officer of DoubleVerify Holdings, Inc. Matt is also a large holder of common stock of SCOR. It is very clear to 180 Degree Capital that SCOR’s Board needs a fresh perspective and another advocate for the common stockholders of SCOR. We believe Matt is particularly well-suited to address these needs. We have tried to engage with SCOR to avoid a competitive proxy contest, but have thus far been met with an unwillingness to consider Matt as a candidate. We hope this nomination shows SCOR’s Board we are serious in our resolve to achieve significant improvements in SCOR’s corporate governance while providing management with access to deep and relevant experience that can be useful as SCOR develops strategies for competing in the highly competitive measurement industry.”
“2024 is starting off as a year of constructive activism,” continued Mr. Rendino. “We believe the combination of our constructive activism efforts with respect to certain of our portfolio companies, potential catalysts in other of our portfolio holdings, and our previously announced Discount Management Program have the potential to lead to material value creation for TURN and for the stakeholders of its portfolio companies. We look forward to updating our stockholders and other interested investors in our upcoming shareholder call in mid-February 2024.”
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 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
Mo Shafroth
Peaks Strategies
mshafroth@peaksstrategies.com
Forward-Looking Statements
This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect the Company's current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release. Please see the Company's securities filings filed with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with the Company's business and other significant factors that could affect the Company's actual results. Except as otherwise required by Federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. The reference and link to the website www.180degreecapital.com has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release. 180 is not responsible for the contents of third-party websites.
1. Daily estimated NAVs used for the discount calculation outside of quarter-end dates are determined as prescribed in 180’s Valuation Procedures for Level 3 assets. Non-investment related assets and liabilities used to determine estimated daily NAV are those as reported as of the end of the prior quarter.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
180 Degree Capital Corp., a New York Corporation (“180 Degree Capital”), intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of a highly qualified director nominee at the 2024 annual meeting of stockholders of comScore, Inc., a Delaware corporation (the “Company”).
180 DEGREE CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be 180 Degree Capital, Kevin M. Rendino, Daniel B. Wolfe and certain other of 180 Degree Capital's senior management, and Matthew F. McLaughlin.
As of the date hereof, 180 Degree Capital beneficially owns an aggregate of 340,366 shares of Common Stock,
FAQ
What was the average discount between 180 Degree Capital's estimated daily net asset value per share and its daily closing stock price in January 2024?
What options will the Board of Directors consider if TURN's common stock trades at an average daily discount to NAV of more than 12% during the measurement periods?
What companies has 180 Degree Capital been active in nominating directors for?
What is the ticker symbol for 180 Degree Capital Corp.?
