Fundamental Global Inc. Announces Its Majority Owned Subsidiary, Strong Global Entertainment Proposes Acquisition Of Strong/MDI Screen Systems, Inc. By FG Acquisition Corp. At A $30M Valuation

Fundamental Global Inc. (NASDAQ:FGF, FGFPP))))) ("Fundamental Global") today announced that its majority owned subsidiary, Strong Global Entertainment, Inc. (NYSE:SGE) ("Strong Global") has announced the proposed acquisition (the "MDI Acquisition") of Strong/MDI Screen Systems, Inc. ("MDI") by FG Acquisition Corp. (TSX:FGAA, FGAA.WT.U))))) ("FGAC"), a special purpose acquisition company ("FGAC"), pursuant to an acquisition agreement (the "Acquisition Agreement") dated May 3, 2024 between FGAC, Strong Global, MDI, FGAC Investors LLC and CG Investments VII Inc. FGAC will change its name on closing of the MDI Acquisition ("Closing") to Saltire Holdings, Ltd. ("Saltire").

 

Kyle Cerminara, Chief Executive Officer of Fundamental Global commented, "We are excited to announce the launch of Saltire Holdings with FGAC's acquisition of Strong/MDI. We recently announced the sale of our Digital Ignition business, and the proposed sale of MDI is aligned with our strategic objectives at Fundamental Global. For MDI, being part of Saltire is expected to provide greater access to the Canadian financial markets as the management team executes on its growth plans. For Strong Global and Fundamental Global, this represents an opportunity to unlock the value of our investment in MDI, and we look forward to the future growth and success of Saltire."

The MDI Acquisition values MDI at a pre-money valuation of $30 million (as adjusted pursuant to the Acquisition Agreement). On Closing, FGAC will satisfy the Purchase Price (as defined in the Acquisition Agreement) with: (i) cash, in an amount equal to 25% of the net proceeds of a concurrent private placement, if any (the "Cash Consideration"), (ii) the issuance to Strong Global of preferred shares ("Preferred Shares") with an initial preferred share redemption amount of $9,000,000, and (iii) the issuance to Strong Global of that number of common shares of FGAC equal to (a) the MDI Equity Value (as defined in the Acquisition Agreement) minus (x) the Cash Consideration and (y) the Preferred Shares, divided by (b) $10.00.

Refer to the public filings of FGAC at www.sedarplus.com and Strong Global at www.sec.gov for further information.