LGL Group Announces Expected Completion of Spin-off of M-tron Industries, Inc. on October 7, 2022
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ORLANDO, Fla.–(BUSINESS WIRE)–The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) today announced that its previously announced spin-off from 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 scheduled distribution date (the “Distribution Date”) for the proposed spin-off of Mtron into an independent company, a public company listed on the stock exchange. The SEC declared the Form 10 registration statement relating to its spin-off from M-tron Industries, Inc. effective September 7, 2022, and the NYSE American certified its approval for listing and registration on August 31. 2022. Following the separation, Mtron will continue to supply high-tech 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 standards synchronization solutions. Mtron’s common stock will trade on the NYSE American under the symbol “MPTI”.
Additional Separation Details:
The separation will be effected by way of a distribution of Mtron common stock to holders of LGL common stock at the close of business on the record date (the “Distribution”). Each shareholder of LGL on the record date will receive one half of a common share of Mtron for each common share of LGL held by such shareholder on the record date.
Holders of LGL common stock on the Record Date are not urged to take any action to receive Mtron common stock under the distribution. Shareholder approval of the distribution was previously obtained, and LGL shareholders do not need to pay any consideration, exchange or deliver existing LGL common stock or take any other action to receive shares ordinary Mtron. The distribution will not affect the number of outstanding common shares of LGL or the rights of LGL shareholders.
A final amendment to its registration statement on Form 10 (File No. 001-41391) (as amended, “Form 10”) was previously filed by Mtron on August 19, 2022 and declared effective by United States Securities and Exchange. Commission on September 7, 2022. Form 10 includes an information statement attached as Exhibit 99.1 to Form 10 describing the separation, Mtron’s business, certain risks associated with ownership of Mtron’s common stock and other details regarding the separation of with LGL and the distribution to LGL shareholders. This definitive information statement will be made available to LGL shareholders as of the date of record.
For US federal income tax purposes, the separation is intended to be tax-exempt for LGL shareholders. LGL stockholders should consult their tax advisors regarding the US federal, state, local and foreign tax consequences of the separation.
From September 29, 2022 until and including October 6, 2022, LGL expects LGL common stock to trade on two markets on the NYSE: on the “regular” market under the symbol “LGL” and on the “ex-distribution” under the symbol “LGL WI”. The common shares of LGL that trade on the “regular” market will trade with a right to common shares of Mtron to be distributed according to the distribution at 00:01 on October 7, 2022. The shares that trade on the “ex-distribution” will trade without entitlement to Mtron common shares to be distributed pursuant to the distribution at 12:01 a.m. on October 7, 2022.
All LGL shareholders who sell their shares in the “regular” market on or before October 6, 2022 will also sell their right to receive Mtron common stock as part of the distribution. Investors are encouraged to consult their financial advisors regarding the specific implications of buying and selling LGL common stock prior to the distribution date.
Trading in Mtron’s common stock is expected to begin on an “when issued” basis on or about September 29, 2022, on the NYSE American, under the symbol “MPTI WI”. “As issued” trading in Mtron common stock will continue until October 6, 2022. LGL expects “regular” trading in Mtron common stock under the symbol “MPTI” to begin on October 7, 2022.
Completion of the separation and distribution of Mtron common stock is subject to the satisfaction or waiver of certain conditions further described in Mtron’s Form 10.
As part of the distribution, Mtron will pay a dividend to Mtron’s ultimate shareholder, LGL, which will be declared by Mtron’s board of directors immediately prior to the distribution. Details of this proposed dividend are included in Mtron’s Form 10.
Effect of the spin-off on the exercise price of the warrants and the target price for the date of accelerated exercise:
The spin-off will affect the exercise price of LGL’s warrants as well as the target price for the potential acceleration of the exercise date. Please see Mandate 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 of the warrant exercise price adjustment.
About LGL Group, Inc.
In 1917, Lynch Glass Machinery Company, LGL’s predecessor, was established and emerged in the late 1920s as a successful manufacturer of glass forming machinery. The company was later 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 of the NYSE American. LGL Group’s long history as the owner and operator of various businesses in the precision engineering, manufacturing, and communication and media services industries. LGL is focused on growth by expanding its new and existing businesses in various sectors.
LGL now has two business segments to present; electronic components consisting of MtronPTI (which will be derived as Mtron) and electronic instruments consisting of Precise Time and Frequency (“PTF”). The Electronic Components segment focuses on the design, manufacture and marketing of high-tech and high-reliability frequency and spectrum monitoring products. These electronics ensure reliable and secure aerospace and defense communications, low noise and basic accuracy for laboratory instruments, and synchronous data transfers across wireless and Internet infrastructure. The Electronic Instruments, or PTF, segment focuses on the design and manufacture of high-performance frequency and time reference standards that form the basis for timing and timing in various applications.
For more information about 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 Regarding Forward-Looking Statements
This press release may contain forward-looking statements made in reliance on 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 than 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”, “estimates”, “anticipates”. ‘, ‘plan’, ‘believe’, ‘potential’, ‘should’, ‘continue’ or negative versions of these 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 materially affect current plans, intended actions and financial condition and future results of LGL and Mtron. Some of these risks and uncertainties are described in more detail in our filings with the Securities and Exchange Commission. We are under no obligation (and expressly disclaim any such obligation) to update or change our forward-looking statements, whether as a result of new information, future events or otherwise.
The LGL Group, Inc.
Source: The LGL Group, Inc.