NEW YORK, Nov. 19, 2018 (GLOBE NEWSWIRE) -- National Holdings Corporation (NASDAQ: NHLD) (“National” or the
“Company”), a leading full-service independent brokerage, investment banking, trading, insurance, accounting and asset management
firm, today announced that B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley”), through a wholly owned subsidiary, has entered
into an agreement to acquire Fortress Biotech, Inc.’s (NASDAQ: FBIO) (“Fortress”) majority stake in National. Under the terms of
the agreement, B. Riley will purchase 7,037,482 shares of National from Fortress, a biopharmaceutical company dedicated to
acquiring, developing and commercializing novel pharmaceutical and biotechnology products. 3,010,054 shares were purchased on
November 16, 2018, at $3.25 per share, with the remaining 4,027,428 shares to be purchased at the same $3.25 per-share price
following FINRA approval, for an aggregate purchase price totaling approximately $22.9 million.
In connection with the transaction, National and B. Riley entered into a definitive agreement that includes a three year (3
year) standstill by B. Riley, the grant of Board observer rights to B. Riley and the grant of pro-rata participation rights to B.
Riley for certain future equity financings by National that are made at a price of $3.25 per share or less.
Michael Mullen, Chairman and Chief Executive Officer of National stated, “I am personally grateful for the support Fortress has
given our organization over the years. Their support allowed our management team to focus on solidifying our foundation with
investments in technology and enterprise risk management and build what we believe is a best-in-class solutions platform designed
to help our advisors and financial professionals best meet their clients’ investment needs and financial objectives. With a strong
foundation National was able to produce record levels of revenue across numerous sectors and I am proud of all that has been
accomplished over the past two years.”
Mr. Mullen continued, “We are excited to begin this next chapter with B. Riley as our largest shareholder. I am appreciative of
the recognition Bryant Riley and his team have shown regarding our hard work and overall accomplishments. I have personally known
Bryant Riley for a number of years and have admired the organization he and his team have built. My team and I are appreciative of
the confidence Bryant has placed in us, and we look forward to working hard to reward that faith with continued performance.”
Bryant Riley, Chairman and co-Chief Executive Officer of B. Riley Financial stated, “The opportunity to strategically invest in
a growing business, below book value and near cash value, is in my view, an excellent investment for our stakeholders. National’s
meaningful financial services platform includes over 700 registered advisors and tax professionals, servicing over 90,000
customer accounts and manages in excess of $12 billion of client’s assets, which I believe positions the company very well for
success. Mr. Riley continued, “Additionally, National has a growing investment banking business and strong distribution
capabilities that we believe complements our own banking capabilities and we look forward to partnering with them on future
transactions.”
About National Holdings Corporation
National Holdings Corporation (NASDAQ: NHLD) is a full-service investment banking and asset management firm that, through its
affiliates, provides a range of services, including independent retail brokerage and advisory services, investment banking,
institutional sales and trading, equity research, financial planning, market making, tax preparation and insurance, to
corporations, institutions, high net-worth and retail investors. With over 1,000 advisors, registered reps, traders, sales
associates and corporate staff, National Holdings operates through various subsidiaries including National Securities Corporation,
National Asset Management, Inc., National Insurance Corporation, Gilman Ciocia, Inc. and GC Capital Corporation. Formed as a
holding company in 1999, National Holdings’ largest subsidiary National Securities Corporation has been in business since 1947.
National Holdings is headquartered in New York and Florida. For more information, visit www.nhld.com.
FORWARD-LOOKING STATEMENTS
This press release may contain certain forward-looking statements. Any such statements, other than statements of historical fact,
are based on management’s current expectations, estimates, projections, beliefs and assumptions about National Holdings, Inc., its
current and prospective portfolio investments, and its industry. These statements are not guarantees of future performance and are
subject to risks, uncertainties and other factors, some of which are beyond National Holdings, Inc.’s control, difficult to predict
and could cause actual results to differ materially from those expected or forecasted in such forward-looking statements. Actual
developments and results are likely to vary materially from these estimates and projections as a result of a number of factors,
including those described from time to time in National Holdings, Inc.’s filings with the Securities and Exchange Commission. Such
statements speak only as of the time when made, and National undertakes no obligation to update any such forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
CONTACTS:
MEDIA CONTACT
Eric Hazard for National
917-765-8720
national@fullyvested.com
INVESTOR RELATIONS
Email: ir@nhldcorp.com
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