Source Capital Responds to 180 Degree Capital Corp.
05 Février 2025 - 1:31AM
Business Wire
Source Capital (NYSE: SOR), a closed-end fund (“Source”),
is disappointed that the Board of Directors of 180 Degree Capital
Corp. (NASDAQ: TURN) (“TURN”) quickly rejected Source’s
non-binding initial proposal in three business days without any
dialogue with Source to reach an agreement that would maximize
value for all TURN shareholders.
The market reacted positively to Source’s proposal, and at least
one of TURN’s large shareholders has publicly urged TURN to engage
with Source.
Source remains committed to a potential merger and hopes to work
constructively with TURN’s Board of Directors.
Forward-Looking Statements
Certain statements contained in this letter are forward-looking
and/or based on current expectations, projections, and information
currently available. Future events or results may vary
significantly from those expressed and are subject to change at any
time in response to changing circumstances and industry
developments. The information and data contained herein has been
prepared from public sources believed reliable. We disclaim any
obligation to update or alter any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Important Information and Where to Find it
If the proposed transaction is fully negotiated in a mutually
acceptable form, Source intends to file with the SEC on Form N-14
and mail to TURN’s shareholders a joint proxy statement/prospectus
(the “Joint Proxy Statement”), which would serve as a proxy
statement for TURN and a registration statement for Source. The
Joint Proxy Statement would contain important information about
Source, TURN, the merger and related matters. This letter does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. No offer
of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. IF THE TRANSACTION PROCEEDS, SHAREHOLDERS OF TURN ARE
URGED TO READ THE JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT
MAY BE FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN OR IF THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT SOURCE, TURN, THE MERGE AND RELATED MATTERS. Investors and
security holders will be able to obtain the documentation filed
with the SEC free of charge at the SEC’s website,
http://www.sec.gov or by directing a request to:
C/O UMB FUND SERVICES, INC. 235 WEST GALENA
STREET MILWAUKEE, WISCONSIN 53212
Participation in the Solicitation
Source, its trustees, certain of its executive officers and
certain employees and officers of FPA may be deemed to be
participants in the solicitation of proxies in connection with the
merger. Information about Source, its trustees, certain of its
executive officers and certain employees and officers of FPA will,
if an agreement is reached, be set forth in the Joint Proxy
Statement. These documents may be obtained free of charge from the
sources indicated above. None of Source, FPA, nor to FPA’s
knowledge, any of their respective officers, directors or trustees,
owns any securities of TURN. Information regarding Source
Capital’s officers and trustees is available in the Section
entitled “Proposal 1—Election of the Board” in Source’s Definitive
Proxy Statement on Schedule 14A, filed with the Securities and
Exchange Commission on April 19, 2024. Information regarding FPA
and its officers and directors is available in Schedule A to its
Form ADV Part 1A.
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version on businesswire.com: https://www.businesswire.com/news/home/20250204132571/en/
Media: Tucker Hewes, Hewes Communications, Inc.,
212-207-9451, tucker@hewescomm.com
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