B. Riley Financial Enters Agreement to Purchase Fortress Biotech’s Stake in National Holdings
November 19 2018 - 8:00AM
Acquires 24 percent of National Holdings’
outstanding sharesUp to an additional 32 percent of shares to be
purchased following FINRA approval
B. Riley Financial, Inc. (NASDAQ: RILY) today announced its wholly
owned subsidiary has entered into an agreement to acquire Fortress
Biotech, Inc.’s (NASDAQ: FBIO) majority stake in National Holdings
Corporation (NASDAQ: NHLD) for an aggregate purchase price totaling
approximately $22.9 million. B. Riley Financial has purchased 24
percent of National Holdings’ outstanding shares at $3.25 per
share. The remaining 32.1 percent of National Holdings’ shares
owned by Fortress Biotech will be purchased at the same per-share
price by B. Riley Financial, or its designee, following FINRA
approval.
“This investment represents an exciting
opportunity, both from an investment and strategic point of view,”
said Bryant Riley, Chairman and co-Chief Executive Officer, B.
Riley Financial. “We have been impressed with the operational and
cultural changes implemented by National Holdings’ new management
team over the last two years. We believe our shareholders will
benefit from this opportunity to strategically invest in a growing,
profitable business, below book value and near cash value.”
National Holdings provides a range of investment
banking and asset management services to corporations,
institutions, high net-worth and retail investors through its
subsidiaries. The firm offers independent retail brokerage and
advisory services, institutional sales and trading, equity
research, financial planning, market making, tax preparation and
insurance. National Holdings’ subsidiaries include National
Securities Corporation, National Asset Management, Inc., National
Insurance Corporation, Gilman Ciocia, Inc. and GC Capital
Corporation. As reported by National Holdings in their most recent
Quarterly Report on Form 10-Q, National Holdings generated $166.7
million in revenue and Adjusted EBITDA of $12.1 million for the
nine months ended June 30, 2018.
National Holdings continues to operate
independently under the leadership of its Chairman and Chief
Executive Officer Michael A. Mullen and its Board of Directors.
Pursuant to an agreement with National Holdings, Bryant Riley,
Chairman and co-Chief Executive Officer of B. Riley Financial, will
be entitled to attend and observe meetings of National Holdings’
Board of Directors.
About B. Riley Financial, Inc. (NASDAQ:
RILY)B. Riley Financial provides collaborative financial
services and solutions tailored to fit the capital raising and
financial advisory needs of public and private companies and high
net worth individuals. The company operates through several
wholly-owned subsidiaries, including B. Riley FBR, a full-service
investment bank and institutional brokerage; Great American Group,
a leading provider of asset disposition, appraisal, corporate
advisory and valuation services; GlassRatner, a specialty financial
advisory services and consulting firm; B. Riley Wealth Management,
B. Riley Asset Management and B. Riley Alternatives, which offer
investment management to institutional and high net worth
investors; Great American Capital Partners, which originates and
underwrites senior secured loans for asset-rich companies; and B.
Riley Principal Investments, which invests in or acquires companies
and assets with attractive return profiles. For more information,
visit www.brileyfin.com.
Forward-Looking
StatementsStatements in this press release that are not
descriptions of historical facts are forward‐looking statements
that are based on management’s current expectations and assumptions
and are subject to risks and uncertainties. If such risks or
uncertainties materialize or such assumptions prove incorrect, our
business, operating results, financial condition and stock price
could be materially negatively affected. In some cases, you can
identify forward-looking statements by terminology including
“anticipates,” “believes,” “can,” “continue,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“should,” “will,” “would” or the negative of these terms or other
comparable terminology. You should not place undue reliance on such
forward‐looking statements, which are based on the information
currently available to us and speak only as of the date of this
press release. Such forward looking statements include, but are not
limited to, statements regarding the positive return on the
investment in National Holdings. Because these forward-looking
statements involve known and unknown risks and uncertainties, there
are important factors that could cause actual results, events or
developments to differ materially from those expressed or implied
by these forward-looking statements. Factors that could cause
actual results to differ include (without limitation) the
possibility that FINRA approval is not obtained, a change in
National Holding’s financial performance and the Company’s
financial performance; and those risks described from time to time
in B. Riley Financial, Inc.’s periodic filings with the SEC,
including, without limitation, the risks described in B. Riley
Financial, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2017 under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” Additional information is also set forth in
our Quarterly Report on Form 10-Q for the quarter ended September
30, 2018. These factors should be considered carefully, and readers
are cautioned not to place undue reliance on such forward-looking
statements. All information is current as of the date this press
release is issued, and B. Riley Financial, Inc. undertakes no duty
to update this information.
CONTACTS:
Investor ContactInvestor
Relationsir@brileyfin.com (310) 966-1444
Media ContactJo Anne McCusker
jmccusker@brileyfin.com (646) 885-5425
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