SPAR Group Shareholders Approve Merger with Highwire Capital at $2.50 Per Share

SPAR Group's stockholders approved its acquisition by Highwire Capital, with a $2.50 per share cash offer.

Quiver AI Summary

SPAR Group, Inc. has successfully obtained stockholder approval for its merger with Highwire Capital, with the deal announced to involve a cash payment of $2.50 per share. This approval occurred during a special meeting held on October 25, 2024. The merger, formalized in an Agreement and Plan of Merger dated August 30, 2024, is expected to enhance SPAR Group’s business performance and operational capabilities. Both SPAR Group's CEO, Mike Matacunas, and Highwire Capital's CEO, Rob Wilson, expressed their commitment to completing the acquisition, with an extension granted to their lender requirements until January 15, 2025, to finalize the remaining steps needed for closure.

Potential Positives

• Stockholders approved the merger with Highwire Capital, indicating strong support for the transaction and confidence in the company's future direction.
• The all-cash transaction at $2.50 per share offers immediate value to shareholders, potentially increasing investor confidence and market perception.
• The commitment from Highwire Capital to complete the transaction demonstrates a strong backing and readiness to enhance SPAR Group's operational capabilities.

Potential Negatives

• Concerns about the completion of the Proposed Acquisition due to the requirement to satisfy final lender conditions, which have already been extended, indicating potential delays or complications.
• The company acknowledges several significant risks related to the acquisition, including the uncertainty of closing conditions and ongoing strategic reviews, which could affect its business operations and performance.
• The press release underscores potential negative impacts from external factors such as the lingering effects of the COVID pandemic, which may affect the company's financial condition and operations.

FAQ

When was the merger between SPAR Group and Highwire Capital approved?

The merger was approved by SPAR Group's stockholders on October 25, 2024.

What is the merger consideration amount per share?

The merger consideration is $2.50 per share for stockholders of SPAR Group.

Who expressed commitment to completing the merger?

Both Mike Matacunas, President and CEO of SPAR Group, and Rob Wilson, CEO of Highwire Capital, expressed commitment to completing the merger.

What is the expected timeline for closing the merger?

The merger is expected to close soon, with final lender requirements being addressed before January 15, 2025.

What services does SPAR Group provide?

SPAR Group offers merchandising, marketing, and distribution services to retailers and brands, enhancing brand experiences and retail spaces.

Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.

$SGRP Insider Trading Activity

$SGRP insiders have traded $SGRP stock on the open market 17 times in the past 6 months. Of those trades, 0 have been purchases and 17 have been sales.

Here’s a breakdown of recent trading of $SGRP stock by insiders over the last 6 months:

• ROBERT G/ BROWN has traded it 15 times. They made 0 purchases and 15 sales, selling 361,614 shares.
• BUSINESS SERVICES INC SPAR has traded it 2 times. They made 0 purchases and 2 sales, selling 30,000 shares.

To track insider transactions, check out Quiver Quantitative's insider trading dashboard.

$SGRP Hedge Fund Activity

We have seen 17 institutional investors add shares of $SGRP stock to their portfolio, and 12 decrease their positions in their most recent quarter.

Here are some of the largest recent moves:

• BERYL CAPITAL MANAGEMENT LLC added 729,636 shares (+inf%) to their portfolio in Q3 2024
• GABELLI FUNDS LLC added 175,000 shares (+inf%) to their portfolio in Q3 2024
• FMR LLC removed 120,770 shares (-100.0%) from their portfolio in Q3 2024
• RENAISSANCE TECHNOLOGIES LLC added 94,871 shares (+77.1%) to their portfolio in Q3 2024
• PENDERFUND CAPITAL MANAGEMENT LTD. added 86,200 shares (+inf%) to their portfolio in Q3 2024
• MURCHINSON LTD. added 80,000 shares (+inf%) to their portfolio in Q3 2024
• CORSAIR CAPITAL MANAGEMENT, L.P. added 64,104 shares (+3205200.0%) to their portfolio in Q3 2024

To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.

Full Release

• 
  
  Stockholders Approved Merger on October 25, 2024
  
  


• 
  
  $2.50 Per Share Merger Consideration
  
  


• 
  
  Unanimously Approved by SPAR Group Board of Directors
  
  
  
  

AUBURN HILLS, Mich., Dec. 11, 2024 (GLOBE NEWSWIRE) --

SPAR Group, Inc.

(NASDAQ: SGRP) (“SGRP”, “SPAR Group” or the “Corporation”), a provider of merchandising, marketing and distribution services, in response to media and investor inquiries, affirms intent to close the proposed acquisition (the “Proposed Acquisition”) by Highwire Capital.

As previously announced, SPAR Group entered into the Agreement and Plan of Merger, dated August 30, 2024, by and among SGRP, Highwire Capital and Highwire Merger Co. I, Inc., a wholly owned subsidiary of Highwire Capital, whereby SPAR Group is to be acquired by Highwire Capital in an all cash transaction. SPAR Group’s stockholders approved the transaction in a special meeting conducted on October 25, 2024.

“We remain committed to completing this transaction and delivering value to our shareholders,” said Mike Matacunas, President and CEO of SPAR Group. “We are also excited about the performance of our business and the favorable response from clients, partners and employees to this merger.”

“Highwire Capital is committed to the completion of this transaction,” said Rob Wilson, CEO of Highwire Capital. “We are addressing final lender requirements and expect to close soon. The commitment letter with our lenders, which had an expiration date of December 15, 2024, has been extended to January 15, 2025 to allow time for the completion of the remaining requirements.”

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 Capital revitalizes established entities into leading platforms for disruption and growth.

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.

Forward-Looking Statements

This press release (this “Press Release”) contains “forward-looking statements” within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, the Corporation. Forward-looking statements include information concerning the Proposed Acquisition. “Forward-looking statements” are defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, and other applicable federal and state securities laws, rules and regulations, as amended.

All statements (other than those that are purely historical) are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “believe,” “estimate,” “anticipate,” “continue,” “plan,” “project,” or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Corporation in this Press Release may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors (“Risks”). Those Risks include (without limitation): the impact of the news of the Proposed Acquisition or developments in it; the nature, cost and outcome of any legal proceedings related to the Proposed Acquisition; uncertainty of satisfaction of closing conditions respecting the Proposed Acquisition; the impact of the Corporation’s continued strategic review process, or any resulting action or inaction, should the Proposed Acquisition not occur; the impact of selling certain of the Corporation’s subsidiaries or any resulting impact on revenues, earnings or cash; the impact of adding new directors or new finance team members; the potential n continuing negative effects of the COVID pandemic on the business of the Corporation and its subsidiaries (collectively, the "Company"); the Corporation’s potential non-compliance with applicable Nasdaq director independence, bid price or other rules; the Company’s cash flow or financial condition; and plans, intentions, expectations, guidance or other information respecting the pursuit or achievement of the Corporation’s corporate objectives.

You should carefully review and consider the Company’s forward-looking statements (including Risks and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Press Release, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, foreign exchange, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, revenues, sales, strategies, taxation or other achievement, results, Risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, “Expectations”), and our forward-looking statements (including all Risks) and other information reflect the Company’s current views about future events and circumstances. Although the Company believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Company, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Company’s control). In addition, new Risks arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Corporation and the value of your investment in the Corporation’s common stock.

These forward-looking statements reflect the Corporation’s Expectations, views, Risks and assumptions only as of the date of this Press Release, and the Corporation does not intend, assume any obligation, or promise to publicly update or revise any forward-looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.