Mooresville, NC, May 06, 2024 (GLOBE NEWSWIRE) — Fundamental Global Inc. (Nasdaq: FGF, FGFPP) today announced that its majority owned subsidiary, Strong Global Entertainment, Inc. (NYSE: SGE) has announced the proposed acquisition (the “MDI Acquisition”) of Strong/MDI Screen Systems, Inc. (“MDI”) by FG Acquisition Corp. (TSX: FGAA.U, FGAA.WT.U) (“FGAC”), a special purpose acquisition company (“FGAC”), pursuant to an acquisition agreement (the “Acquisition Agreement”) dated May 3, 2024 between FGAC, Strong Global, MDI, FGAC Investors LLC and CG Investments VII Inc. FGAC will change its name on closing of the MDI Acquisition (“Closing”) to Saltire Holdings, Ltd. (“Saltire”).
Kyle Cerminara, Chief Executive Officer of Fundamental Global commented, “We are excited to announce the launch of Saltire Holdings with FGAC’s acquisition of Strong/MDI. We recently announced the sale of our Digital Ignition business, and the proposed sale of MDI is aligned with our strategic objectives at Fundamental Global. For MDI, being part of Saltire is expected to provide greater access to the Canadian financial markets as the management team executes on its growth plans. For Strong Global and Fundamental Global, this represents an opportunity to unlock the value of our investment in MDI, and we look forward to the future growth and success of Saltire.”
The MDI Acquisition values MDI at a pre-money valuation of $30 million (as adjusted pursuant to the Acquisition Agreement). On Closing, FGAC will satisfy the Purchase Price (as defined in the Acquisition Agreement) with: (i) cash, in an amount equal to 25% of the net proceeds of a concurrent private placement, if any (the “Cash Consideration”), (ii) the issuance to Strong Global of preferred shares (“Preferred Shares”) with an initial preferred share redemption amount of $9,000,000, and (iii) the issuance to Strong Global of that number of common shares of FGAC equal to (a) the MDI Equity Value (as defined in the Acquisition Agreement) minus (x) the Cash Consideration and (y) the Preferred Shares, divided by (b) $10.00.
Refer to the public filings of FGAC at www.sedarplus.com and Strong Global at www.sec.gov for further information.
About Fundamental Global Inc.
Fundamental Global Inc. (Nasdaq: FGF, FGFPP) and its subsidiaries engage in diverse business activities including reinsurance, asset management, merchant banking, manufacturing and managed services.
The FG® logo and Fundamental Global® are registered trademarks of Fundamental Global LLC.
About Strong Global Entertainment, Inc.
Strong Global Entertainment, Inc. a majority owned subsidiary of Fundamental Global Inc, is a leader in the entertainment industry, providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company manufactures and distributes premium large format projection screens, provides comprehensive managed services, technical support and related products and services primarily to cinema exhibitors, theme parks, educational institutions, and similar venues. In addition to traditional projection screens, the Company manufactures and distributes its Eclipse curvilinear screens, which are specially designed for theme parks, immersive exhibitions, as well as simulation applications. It also provides maintenance, repair, installation, network support services and other services to cinema operators, primarily in the United States.
About FGAC
FG Acquisition Corp. is a special purpose acquisition company incorporated under the laws of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation. Kyle Cerminara serves as Chairman, Larry Swets, Jr. serves as Director and Chief Executive Officer, and Hassan R. Baqar serves as Director and Chief Financial Officer of the Corporation. In addition, Robert I. Kauffman, a former co-founder and Principal of Fortress Investment Group, serves as a Senior Advisor to the Corporation. The Corporation received $115 million of proceeds from its initial public offering which was completed on April 5, 2022 and the closing of the over-allotment option granted in connection with such initial public offering which was completed on April 20, 2022. The gross proceeds of the offering were placed in an escrow account with TSX Trust Company immediately thereafter and will be released upon consummation of the Qualifying Acquisition in accordance with the terms and conditions of the escrow agreement.
About MDI
MDI is a leading global manufacturer and distributor of premium large format projection screens and coatings. MDI supplies cinema screens to IMAX, AMC, Cinemark and many of the other major cinema operators worldwide. MDI also manufactures innovative screen support structures custom built to adapt to virtually any venue requirement. MDI also manufactures specially designed screens, haptic flooring and other solutions for theme parks, immersive applications such as interactive dark rides, 3D/4D theme park rides, flying theaters and motion simulators. MDI’s manufacturing facility is located in Joliette, Quebec, Canada.
About Saltire
Following Closing, Saltire will be a long-term capital partner that intends to invest in equity, debt and/or hybrid securities. It is intended that investments made by Saltire will consist of meaningful and influential stakes in carefully selected private companies that Saltire’s manager, Saltire Partners, Inc. (the “Manager”), believes are under-valued businesses with high barriers to entry, predictable revenue streams, cash flows and defensive characteristics, with a view to significantly improve the fundamental value over the long-term. Although Saltire intends to primarily invest in private companies, Saltire may, in certain circumstances if the opportunity arises, also explore potential investments in public companies to the extent it is able to identify opportunities for take-private transactions that otherwise fall within Saltire’s investment strategy. This opportunity will provide retail investors access to private and control-level investments typically reserved for larger players, while maintaining liquidity, as well as an ownership interest in the Manager.
