From GlobeNewswire:

FG Financial Group, Inc. and FG Group Holdings Inc. are set to merge in an all-stock transaction, creating a new company named Fundamental Global Inc. With combined assets of $110 million and combined annual revenue of $65 million, the merger aims to create significant expense savings of over $3 million in the first year. The new company will continue to trade on the Nasdaq with the tickers “FGF” and “FGFPP”. The merger is expected to close in early 2024, pending approval by stockholders. Upon completion, the new company will be led by CEO Kyle Cerminara, focusing on highly scalable and high return on investment businesses. Additionally, 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. 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. The combined company will be renamed Fundamental Global Inc. 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 Inc. 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. CEO: Kyle Cerminara will serve as CEO of Fundamental Global Inc. Merchant Banking and SPACs: Larry Swets and Hassan Baqar will lead Merchant Banking and SPACs. Reinsurance: Tom Heise will continue to serve as CEO of FGRe. Strong Global: Mark Roberson and Todd Major will continue to serve as CEO and CFO, respectively, of Strong.



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