The LGL Group, Inc. (NYSE American: LGL) (the “Company” or
“LGL”) today announced that its previously announced spin-off of
M-tron Industries, Inc. (“Mtron”) is expected to be completed on
October 7, 2022.
The Board of Directors previously established September 30, 2022
as the record date (the “Record Date”) and October 7, 2022 as the
anticipated distribution date (the “Distribution Date”) for the
proposed spin-off of Mtron into a standalone, separately-traded
public company. The SEC declared the Form 10 registration statement
relating to its spin-off of M-tron Industries, Inc. effective on
September 7, 2022, and the NYSE American certified its approval for
the listing and registration on August 31, 2022. Following the
separation, Mtron will continue to provide highly-engineered
electronic components used to control the frequency or timing of
signals in electronic circuits. LGL will retain its Precise Time
and Frequency (“PTF”) business focused primarily on frequency
reference and time standard synchronization solutions. Mtron common
stock will trade on the NYSE American under the symbol “MPTI.”
Additional Details about the Separation:
The separation will be effected by means of a distribution of
shares of Mtron common stock to holders of LGL common stock as of
the close of business on the Record Date (the “Distribution”). Each
LGL stockholder as of the Record Date will receive one-half share
of Mtron common stock for every share of LGL common stock held by
such stockholder as of the Record Date.
Holders of LGL common stock as of the Record Date are not being
asked to take any action to receive Mtron common stock in the
Distribution. Stockholder approval of the Distribution has been
previously obtained, and LGL stockholders do not need to pay any
consideration, exchange, or surrender existing shares of LGL common
stock or take any other action to receive shares of Mtron common
stock. The Distribution will not affect the number of outstanding
shares of LGL common stock or any rights of LGL stockholders.
A final amendment to its registration statement on Form 10 (File
No. 001-41391) (in the form amended, the “Form 10”) was previously
filed by Mtron on August 19, 2022 and was declared effective by the
U.S. Securities and Exchange Commission on September 7, 2022. The
Form 10 includes an information statement attached as Exhibit 99.1
to the Form 10 describing the separation, Mtron’s business, certain
risks of owning the common stock of Mtron and other details
regarding the separation from LGL and the Distribution to LGL
stockholders. This definitive information statement will be made
available to LGL stockholders as of the Record Date.
For U.S. federal income tax purposes, the separation is intended
to be tax-free to LGL shareholders. LGL shareholders should consult
with their tax advisors with respect to the U.S. federal, state,
local and foreign tax consequences of the separation.
Beginning on September 29, 2022, and continuing to and including
October 6, 2022, LGL expects that LGL common stock will trade in
two markets on the NYSE: in the “regular-way” market under the
symbol “LGL” and in the “ex-distribution” market under the symbol
“LGL WI”. Shares of LGL common stock that trade in the
“regular-way” market will trade with an entitlement to shares of
Mtron common stock to be distributed pursuant to the Distribution
at 12:01 am on October 7, 2022. Shares that trade in the
“ex-distribution” market will trade without an entitlement to
shares of Mtron common stock to be distributed pursuant to the
Distribution at 12:01 am on October 7, 2022.
Any LGL stockholders who sell their shares in the “regular-way”
market on or before October 6, 2022, will also be selling their
right to receive Mtron’s common stock in the Distribution.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying and selling LGL
common stock before the Distribution Date.
Trading in common stock of Mtron is expected to begin on a “when
issued” basis on or about September 29, 2022, on the NYSE American,
under the symbol “MPTI WI”. “When issued” trading of common stock
of Mtron will continue through October 6, 2022. LGL anticipates
that “regular way” trading of common stock of Mtron under the
symbol “MPTI” will begin on October 7, 2022.
The completion of the separation and Distribution of Mtron’s
common stock is subject to the satisfaction or waiver of certain
conditions as more fully described in Mtron’s Form 10.
In connection with the Distribution, Mtron will pay a dividend
to Mtron’s ultimate stockholder, LGL, which will be declared by
Mtron’s Board immediately prior to the Distribution. Details of
this proposed dividend are included within Mtron’s Form 10.
Effect of Spin-off on Warrant Exercise Price and Target Price
for Accelerated Exercise Date:
The spin-off will affect the exercise price for LGL’s warrants
along with the target price for potential acceleration of the
exercise date. Please see Warrant FAQ – Mtron Spin-off in the
Investor Relations section of LGL’s website at
https://www.lglgroup.com/index.php/WarrantFAQ for more information.
An 8-K will be issued on or about October 19, 2022, with details
for the warrant exercise price adjustment.
About The LGL Group, Inc.
In 1917, Lynch Glass Machinery Company, the predecessor of LGL,
was formed, and emerged in the late twenties as a successful
manufacturer of glass-forming machinery. The company was then
renamed Lynch Corporation, and was incorporated in 1928, under the
laws of the State of Indiana. In 1946, Lynch was listed on the “New
York Curb Exchange,” the predecessor to the NYSE American. LGL
Group’s long history of owning and operating various businesses in
the precision engineering, manufacturing and communication services
and media sectors. LGL is focused on growth through expanding new
and existing operations across diverse industries.
LGL today has two reportable business segments; electronic
components consisting of MtronPTI (to be spun off as Mtron), and
electronic instruments consisting of Precise Time and Frequency
(“PTF”). The electronic components segment is focused on the
design, manufacture and marketing of highly-engineered, high
reliability frequency and spectrum control products. These
electronic components ensure reliability and security in aerospace
and defense communications, low noise and base accuracy for
laboratory instruments, and synchronous data transfers throughout
the wireless and Internet infrastructure. The electronic
instruments segment, or PTF, is focused on the design and
manufacture of high performance Frequency and Time Reference
Standards that form the basis for timing and synchronization in
various applications.
For more information on LGL and its products and services,
contact Ivan Arteaga at The LGL Group, Inc., 2525 Shader Rd.,
Orlando, Florida 32804, (407) 298-2000, or visit www.lglgroup.com
and www.mtronpti.com.
Caution Concerning Forward Looking Statements
This press release may contain forward-looking statements made
in reliance upon the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements include all statements that do not relate solely to
historical or current facts and can be identified by the use of
words such as “may,” “will,” “expect,” “project,” “estimate,”
“anticipate,” “plan,” “believe,” “potential,” “should,” “continue”
or the negative versions of those words or other comparable words.
These forward-looking statements are not guarantees of future
actions or performance. These forward-looking statements are based
on information currently available to us and our current plans or
expectations and are subject to a number of uncertainties and risks
that could significantly affect current plans, anticipated actions
and LGL’s and Mtron’s future financial condition and results.
Certain of these risks and uncertainties are described in greater
detail in our filings with the Securities and Exchange Commission.
We are under no obligation to (and expressly disclaim any such
obligation to) update or alter our forward-looking statements,
whether as a result of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220916005564/en/
Ivan Arteaga The LGL Group, Inc. iarteaga@lglgroup.com (407)
298-2000
LGL (AMEX:LGL)
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