The LGL Group, Inc. (“LGL” or “the Company”) announced today that its board of directors has authorized the company’s management team to explore a potential spin-off of its MTronPTI business into a newly created and separately traded public company.
The LGL Group continues to strive for profitable growth internally and by acquisition. LGL believes that, if completed, the potential spin-off would enable shareholders to more clearly evaluate the performance and future potential of each entity on a standalone basis, while allowing each to pursue its own distinct business strategy and capital allocation policy. Separating MTronPTI as an independent, publicly owned company positions the business to increase value to both MTronPTI and LGL Group. The spin-off permits each company to tailor its strategic plans and growth opportunities, more efficiently raise and allocate resources, including capital raised through debt or equity offerings, flexibly use its own stock as currency for teammate incentive compensation and potential acquisitions and provide investors a more targeted investment opportunity.
The LGL Group has successfully spun off several businesses over its history, including Lynch Interactive, The Morgan Group, Tremont Advisors and others. MTronPTI itself sought to become an independently listed company via an IPO, filing a form S-1 registration statement with Needham & Company as the underwriter in 2000. This IPO was pulled as a result of market conditions. MTron has an established and formidable presence in its key markets today and if the spinoff is completed, the standalone MTronPTI would continue providing market-leading engineered solutions to its defense and aerospace customers. The potential Spin-off is thus a continuation of the company’s strategy of developing businesses and positioning them as independent entities to enhance shareholder value and alignment. If LGL proceeds with the spin-off, it would be structured as a tax-free, pro-rata distribution to all LGL shareholders as of a record date to be determined by the board of directors of LGL. If completed, upon effectiveness of the transaction, LGL shareholders would own shares of both companies.
“We are exploring a potential spin-off transaction because we believe that, if completed, a spin-off may enhance the successful operation of both the MTronPTI and the LGL businesses and increase their respective values,” said Michael Ferrantino, CEO, LGL. “By splitting the two businesses into separate companies, it may be that the business and related investment spending and capital allocation policies of each company could be managed consistently with each business’ objectives. Establishing specific and independent goals may enable both the LGL and MTronPTI businesses to manage investments and objectives that are more closely tailored to each business’ market needs and customer requirements. Should we move forward with the spin-off, we would expect that the LGL business would be focused on its holdings and investments, while the MTronPTI business would be focused on long-term growth with strong, differentiated profitability in the defense and aerospace markets it serves.”
Completion of any spin-off would be subject to various conditions, including final approval of LGL’s board of directors. There can be no assurance that the potential spin-off transaction will be completed in the manner described above, or at all. If LGL proceeds with the spin-off, it does not expect to complete the transaction earlier than the end of the last quarter of 2021.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
(NYSE:LGL) LGL Group, Inc. is a globally diversified holding company with a history of operations dating back to 1914.
