Core Viewpoint - 180 Degree Capital Corp. is progressing with its proposed all-stock merger with Mount Logan Capital Inc., with expectations to seek shareholder approval in the third quarter of 2025 [1][3][5] Financial Statements and Regulatory Filings - An amended preliminary proxy statement was filed on May 6, 2025, containing audited financial statements of Mount Logan, converted to U.S. GAAP from IFRS to meet SEC requirements [2] - Yukon Parent, the legal acquirer in the merger, filed an amended registration statement on Form S-4 to register the issuance of shares to shareholders of both companies [2] SEC Review Process - Both the proxy statement and Form S-4 are undergoing the standard SEC review process, with plans to set record and meeting dates for a special shareholder meeting once SEC comments are cleared [3] - The company aims to commence the proxy solicitation process and hold the special meeting for shareholder voting during the third quarter of 2025 [3] Stock Performance and Market Context - Since the announcement of the proposed merger, 180 Degree Capital's common stock price has increased by 5.6%, contrasting with a 4.9% decline in the Russell Microcap Index [4] - The company believes that transitioning to an operating company will establish its net asset value as a price floor rather than a ceiling, which is typical for closed-end funds [4] Shareholder Support and Voting Agreements - Approximately 14% of non-insider shareholders have signed voting agreements or provided non-binding indications of support for the merger [5] - The voting agreement represents the entirety of the agreement related to the Business Combination, with no separate agreements with those providing non-binding support [5] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small public companies, aiming for significant turnarounds through constructive activism [6]

Value Creation Through Constructive Activism Q1 2025 Shareholder Update Slides May 19, 2025 1 4 Safe Harbor Statement This presentation may contain statements of a forward-looking nature relating to future events. Statements contained in this presentation that are forward-looking statements are intended to be made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to the inherent uncertainties in predicting future resu ...

MONTCLAIR, N.J., April 14, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) ("180 Degree Capital") provided the following update regarding its portfolio company holdings during the first quarter of 2025. 180 Degree Capital began building new positions in three publicly traded companies during Q1 2025, that it looks forward to discussing in future communications with investors. "As we mentioned in our press release on March 24, 2025, that noted the filing of our preliminary joint proxy stateme ...

Core Viewpoint - 180 Degree Capital Corp. has filed a preliminary joint proxy statement with the SEC regarding its proposed all-stock merger with Mount Logan Capital Inc., which is expected to create a new entity listed on Nasdaq under the symbol "MLCI" [1][2] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies with turnaround potential [3] Business Combination Details - The merger will result in shareholders of 180 Degree Capital receiving ownership in the new entity based on the net asset value (NAV) at closing, with Mount Logan valued at approximately $67.4 million at signing [1][2] - The merger agreement includes plans for a proxy statement and registration statement to be filed with the SEC, detailing the business combination and related matters [5] Management Commentary - The CEO of 180 Degree Capital expressed optimism about the merger, highlighting the potential for value creation and the positive performance of portfolio holdings in Q1 2025 [2] - The President of 180 Degree Capital noted significant outperformance of the investment portfolio compared to the Russell Microcap Index, driven by key catalysts [2] Future Outlook - The company anticipates additional value-creating catalysts in its portfolio leading up to the merger's closing [2] - Management plans to be active purchasers of 180 Degree Capital shares once the trading window opens following the filing of updated financial statements [2]

Core Insights - The Ademi Firm is investigating 180 Degree Capital for potential breaches of fiduciary duty and other legal violations related to its transaction with Mount Logan [1] Transaction Details - In the transaction, 180 Degree Capital stockholders will receive newly issued shares of common stock of New Mount Logan based on the net asset value (NAV) per share of 180 Degree Capital, with Mount Logan valued at $67.4 million at signing, subject to pre-closing adjustments [2] - Estimated pro forma post-merger shareholder ownership is approximately 40% for current 180 Degree Capital shareholders and 60% for current Mount Logan shareholders [2] - 180 Degree Capital insiders are expected to receive substantial benefits as part of change of control arrangements [2] Competitive Transaction Limitations - The transaction agreement imposes significant penalties on 180 Degree Capital if it accepts a competing bid, which may limit competing transactions [3] - The investigation focuses on whether the board of directors of 180 Degree Capital is fulfilling their fiduciary duties to all shareholders [3]

Core Viewpoint - 180 Degree Capital Corp. has announced a definitive agreement to merge with Mount Logan Capital Inc., which is seen as a strategic move to transition into an operating company and unlock value for shareholders [1][2][4]. Company Overview - 180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in undervalued small publicly traded companies [15]. - Mount Logan Capital Inc. has approximately $2.4 billion in assets under management as of September 30, 2024, which is expected to generate predictable fee revenue [5]. Business Combination Details - The proposed business combination is viewed as a unique opportunity for 180 Degree Capital to differentiate itself from other closed-end funds [2]. - The combination aims to shift the valuation from net asset value to operating metrics, potentially increasing the company's market valuation [5]. - The merger is expected to provide operational leverage and unique investment access through BC Partners, enhancing economies of scale [5]. Shareholder Support - Approximately 27% of outstanding shares are supported by large shareholders who have signed voting agreements or provided non-binding indications of support for the business combination [7]. Historical Performance - Since the inception of 180 Degree Capital, the company has made significant changes, including reducing operating expenses by 44% from $6.0 million in June 2016 to $3.5 million in December 2024 [8]. - The percentage of private investments has decreased from 86% in June 2016 to less than 1% in December 2024, while public investments have increased from 14% to over 99% in the same period [8]. Future Outlook - The management team expresses strong confidence in the future of the combined entity and believes the business combination will create long-term shareholder value [4][14].

Core Viewpoint - 180 Degree Capital Corp. reported its financial results for the year ending December 31, 2024, and highlighted a significant business combination with Mount Logan Capital Inc. that is expected to enhance shareholder value [1][2]. Financial Performance - The gross total return from inception through the end of 2024 was +205%, outperforming the Russell Microcap Index's +69% [2]. - In Q4 2024, the public portfolio gross total return (excluding SMA carried interest) was 7.8%, while the change in NAV was +5.5% [2]. - The change in stock price for Q4 2024 was +8.7%, contrasting with a -10.5% change over the past year [2]. Business Combination - The company announced a definitive agreement to merge with Mount Logan Capital, which is seen as a strategic evolution for 180 Degree Capital [2]. - Approximately 27% of outstanding shares are supported by large shareholders who have signed voting agreements or provided non-binding indications of support for the business combination [2]. - The leadership transition is expected to create significant value for shareholders, with a focus on long-term growth [2]. Shareholder Communication - A registration statement and joint proxy statement/prospectus will be filed with the SEC to provide detailed information about the business combination and its benefits [2][5]. - The company encourages shareholders to review the upcoming proxy statement and prospectus for important information regarding the merger [5]. Company Overview - 180 Degree Capital Corp. is a closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4].

Group 1 - 180 Degree Capital Corp's Board of Directors evaluated a non-binding proposal from Source Capital and determined it does not meet the criteria of a TURN Superior Proposal as defined in the Merger Agreement [1] - The Board reaffirms its support for the strategic business combination with Mount Logan Capital, believing it to be in the best interests of all shareholders [2] - The proposed merger is expected to provide unique and value-creating benefits as outlined in a joint investor presentation [2] Group 2 - 180 Degree Capital is a publicly traded closed-end fund focused on investing in undervalued small companies with turnaround potential [3] - The company aims to create value through constructive activism, leading to a significant increase in share price [3] - Mount Logan Capital specializes in alternative asset management and insurance solutions, focusing on public and private debt securities in North America [4] Group 3 - ML Management, a subsidiary of Mount Logan, provides investment management services and is registered with the SEC as an investment adviser [5] - Ability Insurance Company, also part of Mount Logan, reinsures long-term care policies and annuity products [6] - 180 Degree Capital plans to file a proxy statement and registration statement with the SEC in connection with the business combination [8]

Group 1 - Monteverde & Associates PC is investigating 180 Degree Capital Corp. regarding its proposed merger with Mount Logan Capital Inc. [1] - The estimated post-merger shareholder ownership for current 180 Degree Capital shareholders would be approximately 40% [1] - Monteverde & Associates PC has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1][2] Group 2 - The firm is headquartered in the Empire State Building in New York City [1][2] - Monteverde & Associates PC is a national class action securities firm with experience in trial and appellate courts, including the U.S. Supreme Court [2] - The firm encourages shareholders with concerns to contact them for additional information free of charge [3]

Core Viewpoint - 180 Degree Capital Corp. has received a press release and nomination notice from Marlton Partners L.P. and intends to address inaccuracies in the release while focusing on maximizing shareholder value [1][2]. Company Overview - 180 Degree Capital Corp. is a publicly traded registered closed-end fund that invests in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [3]. Proxy Solicitation - The company plans to file a proxy statement with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting of Shareholders, urging investors to read the proxy statement and related documents carefully [4]. Participant Information - The company, along with its directors and executive officers, will participate in the proxy solicitation for the 2025 Annual Meeting, with relevant information available in its filings with the SEC [5].