Highwire brings patented disruptive
technologies that drive innovation, unlock potential and deliver
value to great operating businesses
SPAR Group, Inc. (NASDAQ: SGRP) (the “Corporation”), a provider
of merchandising, marketing and distribution services, announced
today that based on the unanimous approval of the Board and a
Special Committee of Independent Directors formed to evaluate
strategic alternatives, the Corporation has entered into a letter
of intent (“LOI”), which is non-binding, in all respects, other
than a defined term of exclusivity and certain legal terms, with
Highwire Capital (“Highwire”).
Highwire has offered to acquire the Corporation in a merger
transaction for consideration of $58.0 million or $2.50 per share,
payable in cash, subject to certain adjustments, and the
negotiation and execution of a definitive merger agreement,
including the satisfaction of any conditions in such an
agreement.
“The Board believes that agreement to this proposal is the best
way to secure the recent value created and deliver a meaningful
return to our shareholders,” said Jim Gillis, Chairman of the
Board. “Upon completing a thorough process and analysis over the
last 18+ months, we considered a number of alternatives. Working
with management, we began a process to dispose of the joint
ventures, bring cash back into the business and focus on the U.S.
and Canada. This strategy energized the stock and provided us an
opportunity to capture value for our shareholders in this LOI.”
Other factors that were considered by the Board included:
- Advice and counsel from Lincoln International, a financial
advisor, having discussed the potential value of the Corporation
and alternatives with more than 165 parties
- Output of a thorough and exhaustive process evaluating
alternatives to create maximum shareholder value
- Review of multiple offers for the business that were materially
lower in value than the current offer
- Analysis of the volume and historical stock price performance
in unlocking shareholder value
- Recognition that the stock is highly volatile closing from $.97
to $2.97 over the last 90 trading days
The $2.50 proposed merger consideration represents a 19% premium
over the 20-day average [closing] price per share of $2.10 and
approximately a 107% premium to the average closing price of the
last 12 months of $1.21. In addition, the Board and Special
Committee expect to receive and review a fairness opinion from its
financial advisor prior to the execution of any definitive
agreements.
“The proposed merger with Highwire Capital will maximize value
to our stockholders and enable us to continue our growth while
offering innovation and more value to our clients. Highwire is
expected to retain the SPAR executive team. Our commitment to
clients and service is unchanged and our passion for results is
unwavering,” said Mike Matacunas, CEO and president, SPAR
Group.
“This is an exciting opportunity to leverage SPAR’s tenured
industry expertise with transformative innovation – a hallmark of
Highwire’s founding ethos,” said Rob Wilson, CEO of Highwire
Capital.
The letter of intent does not provide for any agreement to
consummate the proposed acquisition or any other transaction, or
the requirement of participation in any negotiations toward any
definitive agreement by either party therein, and no such
obligation or agreement will be deemed to exist unless and until a
definitive agreement has been executed, which definitive agreement
may contain terms materially different from those proposed in the
letter of intent. The proposed acquisition will be subject to
satisfactory completion of due diligence by Highwire, the approval
by a majority of the Corporation’s shares of common stock at a
special meeting, the receipt of any necessary regulatory approvals
and completion of any further closing conditions.
Neither this press release nor the letter of intent is an offer
to purchase any securities, a solicitation of proxies or a request
or recommendation for any stockholder to vote on or consent to the
proposed transaction, and the Corporation’s stockholders should not
submit any proxy, vote or consent at this time. The Corporation
will prepare and distribute a proxy statement or information
statement, as appropriate, to its stockholders regarding the
proposed transaction in compliance with SEC rules if the parties
enter into a definitive agreement.
Lincoln International LLC is serving as the Corporation’s
financial advisors and Foley & Lardner LLP is serving as the
Corporation’s legal advisers. Ferguson Braswell Fraser Kubasta P.C.
is acting as Highwire’s legal advisers.
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 revitalizes established entities into leading platforms
for disruption and growth. For more information, please visit
Highwire’s website at http://www.highwire.capital.
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. For more
information, please visit the SPAR Group’s website at
http://www.sparinc.com.
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 Company. “Forward-looking statements” are defined
in Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act and other applicable Securities Laws.
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
uncertainty of completion of mutually acceptable definitive
documentation, approval by the Corporation's stockholders and
satisfaction of other 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 negative effects of any stock
repurchase and/or payment; the potential continuing negative
effects of the COVID pandemic on the Company’s business; the
Corporation’s potential non-compliance with applicable Nasdaq
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 Company’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 Company 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 Company
and the value of your investment in the Company’s common stock.
These forward-looking statements reflect the Company’s
Expectations, views, Risks and assumptions only as of the date of
this Press Release, and the Company 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/20240605777916/en/
Media: Ronald Margulis RAM Communications 908-272-3930
ron@rampr.com
Investor Relations: Sandy Martin Three Part Advisors
214-616-2207 smartin@threepa.com
Grafico Azioni Spar (NASDAQ:SGRP)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Spar (NASDAQ:SGRP)
Storico
Da Gen 2024 a Gen 2025
