180 Degree Capital Corp. Notes Filing of Definitive Materials for Proposed Business Combination with Mount Logan Capital and Will Host a Shareholder Call on Tuesday, July 15, 2025, at 1 PM ET

Rhea-AI Summary

180 Degree Capital Corp. (NASDAQ:TURN) has filed definitive proxy materials for its proposed all-stock merger with Mount Logan Capital Inc. The company has scheduled a Special Meeting of Shareholders for August 22, 2025, with a record date of July 8, 2025, to vote on the Business Combination.

The company will host a shareholder call on July 15, 2025, at 1 PM ET featuring CEO Kevin Rendino, President Daniel Wolfe, and Mount Logan CEO Ted Goldthorpe to discuss both Q2 2025 preliminary results and the proposed merger. Management expressed optimism about strong initial shareholder support and Mount Logan's growth prospects, including enhanced visibility and liquidity through a NASDAQ listing.

Positive

• Potential enhanced visibility and liquidity through NASDAQ listing post-merger
• Strong initial shareholder support indicated for the business combination
• Mount Logan reports significant organic and strategic growth opportunities

Negative

• Extended regulatory review process by SEC delayed the voting process
• Presence of opposing shareholders raising concerns about the merger
• Complex all-stock transaction structure may impact existing shareholders

Insights

Merger & Acquisition Specialist

180 Degree Capital advancing toward all-stock merger with Mount Logan Capital, with shareholder vote scheduled for August 22.

The definitive proxy materials for 180 Degree Capital's proposed all-stock merger with Mount Logan Capital have been filed, marking a significant milestone in this corporate transaction. The special shareholder meeting has been scheduled for August 22, 2025, with a record date of July 8, 2025, meaning shareholders who owned TURN stock as of that date will be eligible to vote on the transaction.

Management's comments suggest strong initial shareholder support for the merger, though this remains to be confirmed through the actual voting process. For Mount Logan, this transaction represents a strategic opportunity to obtain a NASDAQ listing, which should enhance its market visibility, liquidity, and investor base – key advantages for a growing financial company.

The timing of this announcement, coupled with tomorrow's shareholder call that will address both preliminary Q2 2025 results and merger details, indicates management is moving deliberately to build momentum for approval. Notably, management plans to address what they characterize as "inaccuracies and distortions" from shareholders opposing the deal, suggesting there is some organized resistance to the transaction that they believe needs countering.

This deal appears to be progressing through normal regulatory channels, with SEC review complete and proxy materials approved – critical procedural steps for any public company merger. The definitive nature of these materials means substantive terms are now locked in for shareholder consideration.

The Special Meeting of Shareholders to approve the Business Combination with Mount Logan Capital to be Held on August 22, 2025, with a record date for the meeting of July 8, 2025

MONTCLAIR, N.J., July 14, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital”) today noted the filing of the definitive proxy materials for its proposed merger with Mount Logan Capital Inc. (“Mount Logan”) in an all-stock transaction (the “Business Combination”) after the market closed on Friday, July 11, 2025. The Board of Directors of 180 Degree Capital (the “Board”) has set the date of the Special Meeting for the approval of the Business Combination (the “Business Combination Special Meeting”) as August 22, 2025. The Board has set the record date for the Business Combination Special Meeting as July 8, 2025. The mailing of materials for the Business Combination Special Meeting is expected to begin on or about July 14, 2025.

Kevin Rendino and Daniel Wolfe will also host a shareholder call at 1pm ET on Tuesday, July 15, 2025, to discuss 180 Degree Capital’s preliminary Q2 2025 results, and will be joined by Ted Goldthorpe, Chief Executive Officer of Mount Logan, to discuss the proposed Business Combination. The shareholder call can be accessed at:

US Dial-in Toll Free: 1-833-470-1428
Global Dial-In Numbers
Access Code: 681500
https://events.q4inc.com/attendee/143107034

“It has been a long road to get to this point of being able to begin the voting process for our proposed Business Combination,” said Kevin M. Rendino, Chief Executive Officer of 180 Degree Capital. “We appreciate the patience of our shareholders who, like us, respect the process through which the Securities and Exchange Commission (the “SEC”) reviews and ultimately approves the filings required to begin this part of the process toward approval of the Business Combination. We appreciate the SEC’s comments and feedback throughout the process. We could not be more excited to begin the voting process as the initial indications of support communicated to us have been strong, and we are very optimistic about reaching the voting threshold required to approve and then close the Business Combination. We look forward with speaking to you.”

Mr. Goldthorpe added, “We share Kevin and Daniel’s optimism about the future of our combined companies. Mount Logan is at a pivotal moment for growth, driven by both organic and strategic opportunities. Our NASDAQ listing will enhance visibility, improve liquidity, and broaden our investor base—including you, the shareholders of 180 Degree Capital. Over the past several weeks, I’ve had the opportunity to speak directly with many of you—through one-on-one conversations, group calls, and investor outreach sessions. These discussions have been thoughtful and constructive, and I’ve been encouraged by the level of engagement, insightful questions, and long-term perspective many of you bring. I’m also heartened by the number of new shareholders who have built meaningful positions in 180 Degree Capital following the announcement of our proposed Business Combination. I look forward to continuing these conversations throughout the solicitation process and beyond, as we build value together as future shareholders of the combined company.”

“We are also looking forward to our shareholder call tomorrow where we will discuss our preliminary Q2 2025 results, as well as our proposed Business Combination,” added Daniel B. Wolfe, President of 180 Degree Capital. “In addition, we have historically said that press releases and communications from shareholders who seek to interfere with our proposed Business Combination contain a number of inaccuracies and distortions, and that we looked forward to addressing the points in due time. It is now that time. We look forward to speaking with all of you tomorrow, Tuesday, July 15, at 1pm ET, and throughout the voting process leading into the Business Combination 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 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 has filed with the SEC and is in the process of mailing to its shareholders a definitive 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 has filed a registration statement (Registration No. 333-286043) with the SEC (the “Registration Statement”) that registers the exchange of New Mount Logan shares in the Business Combination and includes the Business Combination Proxy Statement in the form of a prospectus of New Mount Logan (the “New Mount Logan Proxy Statement/Prospectus”). The Business Combination Proxy Statement and the New Mount Logan Proxy Statement/Prospectus 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 NEW MOUNT LOGAN PROXY STATEMENT/PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN 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 BECAUSE THEY 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.

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.

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 is contained in the Business Combination Proxy Statement, and will be contained in the Director Election Proxy Statement when 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 is contained in the New Mount Logan Proxy Statement/Prospectus included in the Registration Statement.

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 the 180 Degree Capital (TURN) shareholder meeting for the Mount Logan merger?

The Special Meeting of Shareholders is scheduled for August 22, 2025, with a record date of July 8, 2025.

What type of transaction is the TURN and Mount Logan business combination?

The merger is structured as an all-stock transaction between 180 Degree Capital and Mount Logan Capital.

When will 180 Degree Capital discuss Q2 2025 results and merger details?

180 Degree Capital will host a shareholder call on July 15, 2025, at 1 PM ET to discuss preliminary Q2 2025 results and the proposed merger.

Who will lead the TURN shareholder call on July 15, 2025?

The call will be led by Kevin Rendino and Daniel Wolfe from 180 Degree Capital, joined by Ted Goldthorpe, CEO of Mount Logan.

What are the expected benefits of the TURN and Mount Logan merger?

The merger is expected to provide enhanced visibility, improved liquidity, and a broader investor base through a NASDAQ listing, along with organic and strategic growth opportunities.