News Announcements

180 Degree Capital Corp.

180 Degree Capital Corp. Issues Q1 2025 Shareholder Letter
.

5/19/2025
MONTCLAIR, N.J., May 19, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) today issued the following Q1 2025 Shareholder Letter:

Fellow Shareholders,

As discussed in our press release issued on April 14, 2025, we ended the first quarter of 2025 with a net asset value per share (“NAV”) of $4.42. We are pleased with our performance in Q1 2025, that we believe favorably positions 180 Degree Capital as we continue to make progress on the steps required to complete our proposed Business Combination with Mount Logan Capital Inc. (“Mount Logan”). For those of you who may not have had a chance to listen to our joint call with the team from Mount Logan or to review the presentation deck that summarizes the proposed transaction, both can be found at https://ir.180degreecapital.com/ir-calendar/detail/2908/180-degree-capital-and-mount-logan-capital-proposed-merger. Our excitement for the potential of this transaction to create value for our shareholders has only grown since we announced this proposed Business Combination and conducted this joint call.

We noted in a press release issued on May 7, 2025, that we filed an amended preliminary joint proxy statement/prospectus on Schedule 14A with the Securities and Exchange Commission (“SEC”) regarding our proposed Business Combination with Mount Logan includes Mount Logan’s financial statements which were prepared in accordance with accounting principles generally accepted in the US, or US GAAP. The conversion of Mount Logan’s financial statements from International Financial Reporting Standards, or IFRS, to US GAAP is an important milestone as now we are in a position to be able to speak freely with current and potential investors regarding historical financial performance and apples-to-apples comparisons of Mount Logan to its publicly traded peers. This conversion to US GAAP also resulted in favorable improvements in historical financial metrics, including an increase in Mount Logan’s reported fee-related earnings in 2024 under IFRS to approximately $9.1 million under US GAAP, and an increase in the reported shareholder equity value of Mount Logan as of December 31, 2024, under IFRS to approximately $104.1 million under US GAAP.

We believe that the availability of Mount Logan’s US GAAP financial statements will add to the strong indications of support we have received from initial conversations with our shareholders following the filing of our initial joint proxy statement/prospectus in late March 2025. We believe our investors who have signed voting agreements and/or provided indications of support already understood the potential that we believe exists to create significant value for shareholders of 180 Degree Capital through this Business Combination even before Mount Logan’s US GAAP financial statements were available. We appreciate all of this support and patience as we move steadily through the SEC review process, toward the start of soliciting votes, and the ultimate goal of the completion of our proposed Business Combination.

As mentioned earlier, our belief about the potential of our proposed Business Combination to create significant shareholder value for 180 Degree Capital shareholders has only grown stronger since our initial announcement in January 2025. This belief is amplified by numerous significant shareholders who have voiced their support for our proposed Business Combination to us, as well as new shareholders who were drawn to invest in 180 Degree Capital based on what we believe to be a shared view that our proposed Business Combination is a unique opportunity for future value creation. We continue to believe that converting to an operating company will make 180 Degree Capital’s net asset value a floor for our stock price rather than the ceiling as it is for most closed-end funds. The pro forma combination of our businesses, based on 180 Degree Capital’s net asset value and Mount Logan’s equity value, respectively as of December 31, 2024, less estimated merger-related expenses and other estimated adjustments, yields a combined entity with an estimated shareholder equity value of nearly $140 million. While the ultimate ratio of ownership between 180 Degree Capital and Mount Logan shareholders will be based on 180 Degree Capital’s net asset value at closing of the Business Combination, if the transaction closed on December 31, 2024, the portion of this equity value ascribed to 180 Degree Capital shareholders would equate to more than 180 Degree Capital’s net asset value as of that date. This fact is only one of the multitude of reasons we are so excited about this proposed transaction and its potential opportunity to create meaningful value for 180 Degree Capital’s shareholders.

180 Degree Capital Corp. Issues Q1 2025 Shareholder Letter