SPAR Group, Inc. (NASDAQ: SGRP) (“SGRP”, “SPAR Group” or the
“Corporation”), a provider of merchandising, marketing and
distribution services, in response to media and investor inquiries,
announced today that it received an Amended and Restated Commitment
Letter for the financing required under the merger agreement with
Highwire Capital extending the Commitment Termination Date to
February 15, 2025. All other terms and conditions set forth in the
Commitment Letter remain unchanged.
As previously announced, SPAR Group entered into the Agreement
and Plan of Merger, dated as of August 30, 2024, by and among SGRP,
Highwire Capital and Highwire Merger Co. I, Inc., a wholly owned
subsidiary of Highwire Capital, whereby SPAR Group is to be
acquired by Highwire Capital in an all cash transaction. SPAR
Group’s stockholders approved the transaction in a special meeting
conducted on October 25, 2024.
About Highwire Capital Highwire Capital transforms
middle-market businesses by integrating innovative technologies
with traditional operating models. By driving efficiency and
fostering industry advancements, Highwire Capital revitalizes
established entities into leading platforms for disruption and
growth.
About SPAR Group, Inc. SPAR Group is an innovative
services company offering comprehensive merchandising, marketing
and distribution solutions to retailers and brands. We provide the
resources and analytics that improve brand experiences and
transform retail spaces. We offer a unique combination of scale and
flexibility with a passion for client results that separates us
from the competition.
Forward Looking Statements This press release (this
“Press Release”) contains “forward-looking statements” within the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995, made by, or respecting, the Corporation.
Forward-looking statements include information concerning the
Proposed Acquisition. “Forward-looking statements” are defined in
Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended, and other
applicable federal and state securities laws, rules and
regulations, as amended.
All statements (other than those that are purely historical) are
forward-looking statements. Words such as “may,” “will,” “expect,”
“intend,” “believe,” “estimate,” “anticipate,” “continue,” “plan,”
“project,” or the negative of these terms or other similar
expressions also identify forward-looking statements.
Forward-looking statements made by the Corporation in this Press
Release may include (without limitation) statements regarding:
risks, uncertainties, cautions, circumstances and other factors
(“Risks”). Those Risks include (without limitation): the impact of
the news of the Proposed Acquisition or developments in it; the
nature, cost and outcome of any legal proceedings related to the
Proposed Acquisition; uncertainty of satisfaction of closing
conditions respecting the Proposed Acquisition; the impact of the
Corporation’s continued strategic review process, or any resulting
action or inaction, should the Proposed Acquisition not occur; the
impact of selling certain of the Corporation’s subsidiaries or any
resulting impact on revenues, earnings or cash; the impact of
adding new directors or new finance team members; the potential n
continuing negative effects of the COVID pandemic on the business
of the Corporation and its subsidiaries (collectively, the
"Company"); the Corporation’s potential non-compliance with
applicable Nasdaq annual stockholder meeting, director
independence, bid price or other rules; the Company’s cash flow or
financial condition; and plans, intentions, expectations, guidance
or other information respecting the pursuit or achievement of the
Corporation’s corporate objectives.
You should carefully review and consider the Company’s
forward-looking statements (including Risks and other cautions and
uncertainties) and other information made, contained or noted in or
incorporated by reference into this Press Release, but you should
not place undue reliance on any of them. The results, actions,
levels of activity, performance, achievements or condition of the
Company (including its affiliates, assets, business, clients,
capital, cash flow, credit, expenses, financial condition, foreign
exchange, income, liabilities, liquidity, locations, marketing,
operations, performance, prospects, revenues, sales, strategies,
taxation or other achievement, results, Risks, trends or condition)
and other events and circumstances planned, intended, anticipated,
estimated or otherwise expected by the Company (collectively,
“Expectations”), and our forward-looking statements (including all
Risks) and other information reflect the Company’s current views
about future events and circumstances. Although the Company
believes those Expectations and views are reasonable, the results,
actions, levels of activity, performance, achievements or condition
of the Company or other events and circumstances may differ
materially from our Expectations and views, and they cannot be
assured or guaranteed by the Company, since they are subject to
Risks and other assumptions, changes in circumstances and
unpredictable events (many of which are beyond the Company’s
control). In addition, new Risks arise from time to time, and it is
impossible for the Company to predict these matters or how they may
arise or affect the Company. Accordingly, the Corporation cannot
assure you that its Expectations will be achieved in whole or in
part, that it has identified all potential Risks, or that it can
successfully avoid or mitigate such Risks in whole or in part, any
of which could be significant and materially adverse to the
Corporation and the value of your investment in the Corporation’s
common stock.
These forward-looking statements reflect the Corporation’s
Expectations, views, Risks and assumptions only as of the date of
this Press Release, and the Corporation does not intend, assume any
obligation, or promise to publicly update or revise any
forward-looking statements (including any Risks or Expectations) or
other information (in whole or in part), whether as a result of new
information, new or worsening Risks or uncertainties, changed
circumstances, future events, recognition, or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250115581334/en/
Media Contact: Ronald Margulis RAM Communications
908-272-3930 ron@rampr.com
Investor Relations Contact: Sandy Martin Three Part
Advisors 214-616-2207 smartin@threepa.com
Highwire Capital Contact: Ben Hudson Highwire Capital,
LLC ben@highwire.capital
Spar (NASDAQ:SGRP)
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