SPAR Group Enters Into Letter Of Intent To Go Private With Highwire Capital

Highwire brings patented disruptive technologies that drive innovation, unlock potential and deliver value to great operating businesses

AUBURN HILLS, Mich.–(BUSINESS WIRE)–SPAR Group, a provider of merchandising, marketing and distribution services, announced today that based on the unanimous approval of the Board and a Special Committee of Independent Directors formed to evaluate strategic alternatives, the Corporation has entered into a letter of intent, which is non-binding, in all respects, other than a defined term of exclusivity and certain legal terms, with Highwire Capital.

Highwire has offered to acquire the Corporation in a merger transaction for consideration of $58.0 million or $2.50 per share, payable in cash, subject to certain adjustments, and the negotiation and execution of a definitive merger agreement, including the satisfaction of any conditions in such an agreement.

“The Board believes that agreement to this proposal is the best way to secure the recent value created and deliver a meaningful return to our shareholders,” said Jim Gillis, Chairman of the Board. “Upon completing a thorough process and analysis over the last 18+ months, we considered a number of alternatives. Working with management, we began a process to dispose of the joint ventures, bring cash back into the business and focus on the U.S. and Canada. This strategy energized the stock and provided us an opportunity to capture value for our shareholders in this LOI.”

Other factors that were considered by the Board included:

  • Advice and counsel from Lincoln International, a financial advisor, having discussed the potential value of the Corporation and alternatives with more than 165 parties
  • Output of a thorough and exhaustive process evaluating alternatives to create maximum shareholder value
  • Review of multiple offers for the business that were materially lower in value than the current offer
  • Analysis of the volume and historical stock price performance in unlocking shareholder value
  • Recognition that the stock is highly volatile closing from $.97 to $2.97 over the last 90 trading days

The $2.50 proposed merger consideration represents a 19% premium over the 20-day average [closing] price per share of $2.10 and approximately a 107% premium to the average closing price of the last 12 months of $1.21. In addition, the Board and Special Committee expect to receive and review a fairness opinion from its financial advisor prior to the execution of any definitive agreements.

“The proposed merger with Highwire Capital will maximize value to our stockholders and enable us to continue our growth while offering innovation and more value to our clients. Highwire is expected to retain the SPAR executive team. Our commitment to clients and service is unchanged and our passion for results is unwavering,” said Mike Matacunas, CEO and president, SPAR Group.

“This is an exciting opportunity to leverage SPAR’s tenured industry expertise with transformative innovation – a hallmark of Highwire’s founding ethos,” said Rob Wilson, CEO of Highwire Capital.

The letter of intent does not provide for any agreement to consummate the proposed acquisition or any other transaction, or the requirement of participation in any negotiations toward any definitive agreement by either party therein, and no such obligation or agreement will be deemed to exist unless and until a definitive agreement has been executed, which definitive agreement may contain terms materially different from those proposed in the letter of intent. The proposed acquisition will be subject to satisfactory completion of due diligence by Highwire, the approval by a majority of the Corporation’s shares of common stock at a special meeting, the receipt of any necessary regulatory approvals and completion of any further closing conditions.

Neither this press release nor the letter of intent is an offer to purchase any securities, a solicitation of proxies or a request or recommendation for any stockholder to vote on or consent to the proposed transaction, and the Corporation’s stockholders should not submit any proxy, vote or consent at this time. The Corporation will prepare and distribute a proxy statement or information statement, as appropriate, to its stockholders regarding the proposed transaction in compliance with SEC rules if the parties enter into a definitive agreement.

Lincoln International LLC is serving as the Corporation’s financial advisors and Foley & Lardner LLP is serving as the Corporation’s legal advisers. Ferguson Braswell Fraser Kubasta P.C. is acting as Highwire’s legal advisers.

About Highwire Capital

Highwire Capital transforms middle-market businesses by integrating innovative technologies with traditional operating models. By driving efficiency and fostering industry advancements, Highwire revitalizes established entities into leading platforms for disruption and growth. For more information, please visit Highwire’s website at

About SPAR Group, Inc.

SPAR Group is an innovative services company offering comprehensive merchandising, marketing and distribution solutions to retailers and brands. We provide the resources and analytics that improve brand experiences and transform retail spaces. We offer a unique combination of scale and flexibility with a passion for client results that separates us from the competition. For more information, please visit the SPAR Group’s website at