Business
B. Riley Financial Commences Tender Offer for All Outstanding Shares of National Holdings Corporation
B. Riley offers to purchase remaining shares of common stock of National Holdings at $3.25 per share LOS ANGELES, Jan. 27, 2021 /PRNewswire/ -- B. Riley
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[{"type":"text","content":"B. Riley offers to purchase remaining shares of common stock of National Holdings at $3.25 per share\n\n\nLOS ANGELES, Jan. 27, 2021 /PRNewswire/ -- B. Riley Financial, Inc. (NASDAQ: RILY) (\"B. Riley\"), a diversified financial services and business advisory company, through its wholly owned subsidiary (\"Purchaser\"), today commenced its previously announced cash tender offer to purchase the remaining outstanding shares of National Holdings Corporation (NASDAQ: NHLD) (\"National\") common stock (\"Shares\"), not currently owned by B. Riley and its subsidiares, for $3.25 per share, upon the terms and subject to the conditions set forth in the offer to purchase, dated January 27, 2021 (the \"Offer to Purchase\"), and in the related letter of transmittal (the \"Letter of Transmittal\" and, together with the Offer to Purchase, the \"Offer\"). The Offer is being made pursuant to the Agreement and Plan of Merger entered into among B. Riley, Purchaser and National, dated January 10, 2021 (the \"Merger Agreement\"). Complete terms and conditions of the Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials, which have been filed by B. Riley and Purchaser with the Securities and Exchange Commission (the \"SEC\") today.\n\n \n \n \n \n \n \n\n \nNational's Board of Directors, acting on the recommendation of an independent special committee, has unanimously recommended that National shareholders accept the Offer and tender their shares to Purchaser, as filed in a Soliciation/Recommendation Statement on Schedule 14D-9 by National with the SEC.\nThe Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on February 24, 2021 (the \"Expiration Date\") unless the Offer is extended or earlier terminated. Any extension of the Offer will be announced publicly on the first business day after the Expiration Date.\nThe completion of the tender offer is conditioned upon, among other things, that at least a majority of Shares (not currently owned by B. Riley, its subsidiaries, and B. Riley's directors and executives and excluding Shares tendered pursuant to guaranteed delivery procedures that were not received prior to the Expiration Date) are validly tendered and not validly withdrawn before the Expiration Date. There is no financing condition to the Offer.\nAs soon as pract...