FG Financial, FG Group to combine in an all-stock transaction

FG Financial (FGF) and FG Group (FGH) announced that they have signed a definitive plan of merger to combine the companies in an all-stock transaction. Upon completion of the merger, the combined company will be renamed to Fundamental Global and the common stock and Series A cumulative preferred stock of the combined company will continue to trade on the Nasdaq under the tickers (FGF) and (FGFPP) respectively. With combined assets of over $110M and combined annual revenue of over $65M, the merger is anticipated to create significantly enhanced public company scale and capital efficiency and is expected to result in over $3M of expense savings in the first year following the closing of the transaction with the objective of additional savings beyond $3M in the following 12-24 months post-closing. Kyle Cerminara, chairman of the board of FG Financial and FG Group Holdings, will be CEO of the combined company at closing. The plan of merger and transaction was unanimously approved by the independent members of the board of directors of each of FG Financial and FG Group Holdings. Additionally, the plan of merger and transaction were approved by the majority stockholder of FG Financial. The transaction is expected to close in early 2024, subject to customary closing conditions, including the approval of the transaction by the stockholders of FG Group Holdings. FG Group Holdings common stockholders will receive one share of FG Financial common stock for each share of common stock of FG Group Holdings held by such stockholder. The combined company will be renamed Fundamental Global at closing and the common stock and Series A cumulative preferred stock of the combined company will continue to trade on the Nasdaq under the tickers (FGF) and (FGFPP) respectively. It is anticipated that legacy stockholders of FG Group Holdings will own 72% of the outstanding shares of Fundamental Global Inc. common stock and legacy FG Financial common stockholders will own 28% of the outstanding shares of Fundamental Global common stock following the closing of the transaction. The board of directors of the combined company is expected to be comprised of seven members, consisting of Kyle Cerminara as the chairman, three members designated from the FG Group Holdings board of directors, and three members from the FG Financial board of directors. Kyle Cerminara will serve as CEO of Fundamental Global.