The LGL Group, Inc. (NYSE MKT: LGL) (the “Company”) provided an update on the strategic review process being conducted by a special committee (the “Special Committee”) of the Company’s Board of Directors, and also announced that the terms of the warrant dividend announced on June 13, 2013, have been revised by the Board of Directors in order to provide enhanced value to stockholders. The new record date for the warrant dividend is July 29, 2013.
Previously, the Company announced that it was approached by an investment group interested in acquiring certain parts of its sole operating subsidiary, M-tron Industries, Inc. (known as “MtronPTI”), a designer and manufacturer of advanced frequency control products for the Aerospace, Defense (“Aero/Defense”) and Internet Communications Technology (“ICT”) markets, and that the Special Committee has initiated a strategic review process with the goal of executing on opportunities that create additional value for stockholders. Among other things, the Special Committee is considering options to streamline operational support for certain segments of the Company’s business, as well as exploring the possibility of discontinuing or segmenting from the Company some or all of MtronPTI’s operations.
Greg Anderson, LGL’s President and Chief Executive Officer, said “Fundamental business conditions have not materially improved as we have moved into the summer. Management is closely engaged with the Special Committee to evaluate strategic alternatives that support stockholder value creation. We expect to provide a further report to stockholders at our Q2 2013 earnings call in August.” The Company also expressed its intention to file a new shelf registration statement with the SEC to replace its existing registration statement, which is set to expire later this year in November, subject to SEC review and comments.
In the context of the Special Committee’s ongoing strategic review process, the Board of Directors has revised the terms of the warrant dividend as follows: (i) each holder of the Company’s common stock as of 4:30 p.m. ET on the record date, now July 29, 2013, will receive five warrants for each share of common stock owned, (ii) the warrants will be “European style warrants” and will only be exercisable on the earlier of (x) their expiration date, which will be the fifth anniversary of their issuance, and (y) such date that the 30-day volume weighted average price per share, or VWAP, of the Company’s common stock is greater than or equal to $15.00, and (iii) 25 warrants will entitle their holder to purchase one share of the Company’s common stock at an exercise price of $7.50. The Company intends for the warrants to be listed and traded on the NYSE MKT separately from the Company’s common stock, subject to NYSE MKT approval. The warrants are expected to be issued on or around August 6, 2013, and in aggregate, will be exercisable for approximately 522,000 shares of the Company’s common stock.