ORLANDO, Fla.--(BUSINESS WIRE)--The LGL Group, Inc. (NYSE MKT:LGL) (the “Company” or “LGL”) announced today that it filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) for a rights offering in which stockholders will receive transferable rights to purchase additional shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to be determined at the time the offering commences. All stockholders as of a record date, which has yet to be determined, will receive one subscription right for each share of Common Stock owned as of such record date. The subscription price has also yet to be determined. The Company will provide notice of the record date and subscription price in the future at such time as they are determined. Assuming the rights offering is fully subscribed, the Company currently expects the gross proceeds of the offering to be approximately $[ ].
The proposed rights offering will include an over-subscription right, which will entitle a stockholder who exercises all of its basic subscription right in full the right to purchase additional shares of Common Stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right.
The rights offering is expected to commence in August of 2017 depending on the time required to have the registration statement for the shares and subscription rights declared effective by the SEC.
The Common Stock issued in connection with the rights offering will be listed on the NYSE MKT under the symbol “[LGL__].” The subscription rights are expected to trade on the NYSE MKT until the day before the expiration of the offering period. The offering period has not yet been determined.
The net proceeds of the offering will be used as working capital for general corporate purposes and for acquisitions, although the Company has not identified any specific acquisitions at this time.
The Company reserves the right to modify, postpone or cancel the rights offering at any time prior to the closing of the sale of the Common Stock in the rights offering.
Questions about the rights offering or requests for a copy of the prospectus may be directed to the Information Agent, Broadridge Corporate Issuer Solutions, Inc., at (855) 793-5068.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy the subscription rights or the underlying Common Stock, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
About The LGL Group, Inc.
The LGL Group, Inc., through its two principal subsidiaries MtronPTI and PTF, designs, manufactures and markets highly-engineered electronic components used to control the frequency or timing of signals in electronic circuits, and designs high performance Frequency and Time reference standards that form the basis for timing and synchronization in various applications.
Headquartered in Orlando, Florida, the Company has additional design and manufacturing facilities in Yankton, South Dakota, Wakefield, Massachusetts and Noida, India, with local sales offices in Hong Kong, Sacramento, California and Austin, Texas.
For more information on the Company and its products and services, contact Patti Smith at The LGL Group, Inc., 2525 Shader Rd., Orlando, Florida 32804, (407) 298-2000, or visit www.lglgroup.com and www.mtronpti.com.
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include, without limitation, the statements contained above regarding the proposed rights offering, and other statements that are not historical facts. These statements involve risks and uncertainties that could cause actual results and events to differ materially, including the possibility that the effectiveness of the Form S-1 may be delayed, or that the rights offering may be cancelled before it closes. For a discussion of further risks and uncertainties related to LGL’s business, please refer to its public company reports and the Risk Factors enumerated therein, including the Annual Report on Form 10-K for the year ended December 31, 2016 and subsequent reports, filed with the SEC. LGL undertakes no duty to update any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statements are based.