Acquires 24 percent of National Holdings’ outstanding shares
Up to an additional 32 percent of shares to be purchased following FINRA approval
LOS ANGELES, Nov. 19, 2018 (GLOBE NEWSWIRE) -- 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 Statements
Statements 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 Contact
Investor Relations
ir@brileyfin.com
(310) 966-1444
Media Contact
Jo Anne McCusker
jmccusker@brileyfin.com
(646) 885-5425
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