Spectrum Group International, Inc. Announces Agreement to Purchase Remaining Stock Held by Afinsa
2014年2月28日 - 6:38AM
ビジネスワイヤ(英語)
Distribution Date of Spinoff Expected to
Occur in Early March
Spectrum Group International, Inc. (OTCQB:SPGZ) (“SGI” or the
“Company”) announced today that on February 26, 2014 it entered
into a Purchase Agreement (the “Purchase Agreement”) with Afinsa
Bienes Tangibles, S.A. En Liquidacion (“Afinsa”), Auctentia, S.L.
(“Auctenia”) and A-Mark Precious Metals, Inc. (“A-Mark”) pursuant
to which the Company agreed to purchase all shares of the Company’s
common stock held by Afinsa and Auctentia for an aggregate purchase
price of $6,367,767.25, payable in cash at two closings, plus
interest at the second closing as described below. In addition,
Afinsa and Auctentia agreed to sell to A-Mark any shares of common
stock of A-Mark received by Afinsa and Auctentia in the Company’s
previously disclosed spin-off of A-Mark, its precious metals
trading business.
The first closing under the Purchase Agreement occurred on
February 26, 2014. On that date, the Company purchased 50% of the
shares of the Company’s common stock held by Afinsa and Auctentia
for $2.10 per share in cash. The shares purchased by the Company
include the right to receive the shares of common stock of A-Mark
distributed in respect thereof in the spinoff. Accordingly, no
shares of A-Mark common stock will be issued in respect of the
shares of SGI common stock purchased from Afinsa and Auctentia at
the first closing.
The second closing under the Purchase Agreement is required to
occur on or prior to July 1, 2014. At the second closing, the
Company has agreed to purchase the remaining 50% of the Company’s
shares held by Afinsa and Auctentia for an aggregate purchase price
of $985,487.79 and A-Mark has agreed to purchase the shares of
A-Mark common stock distributed with respect to such shares of the
Company in the spinoff for an aggregate purchase price of
$2,198,395.83, in each case together with interest calculated from
February 26, 2014 to the date of the second closing at the rate of
4% per annum.
Shares of SGI’s common stock purchased under the Purchase
Agreement will be returned to the status of authorized but unissued
shares.
On February 26, 2014, Antonio Arenas tendered his resignation as
a member of SGI’s board of directors, effective upon the second
closing under the Purchase Agreement.
The Company also announced that the spinoff, which was expected
to take place on February 28, 2014, is now scheduled for the
beginning of March 2014. The Company will announce the date of the
spinoff once all the remaining conditions to the spinoff have been
satisfied.
About Spectrum Group International,
Inc.
Spectrum Group International, Inc. (together with its
subsidiaries, “we,” the “Company” or “SGI”) is a global trading and
collectibles network. We are a trader of precious metals and an
auctioneer of coins and wine, serving both collectors and dealers.
We are also a merchant/dealer of certain collectibles. Our
collectibles offerings span the price spectrum from modest to
ultra-high end. Furthermore, we offer loans to coin dealers,
collectors and investors backed by their precious metals, rare
coins, and other collectibles as collateral.
Our Trading business is conducted through A-Mark Precious
Metals, Inc. (“A-Mark”) and its subsidiaries. A-Mark is a
full-service precious metal trading company, and an official
distributor for many government mints throughout the world. A-Mark
products include gold, silver, platinum and palladium for
storage and delivery in the form of coins, bars, wafers and grain,
and our services include financing, leasing, consignment, hedging
and various customized financial programs. A-Mark’s subsidiary,
Collateral Finance Corporation, provides financing on a wide array
of bullion and numismatic currency products.
Our Collectibles business operates as an integrated network of
leading companies concentrating on numismatic (coins) and rare and
fine vintage wine. We have offices and auction houses in North
America, Europe and Asia. In addition to traditional live auctions,
we also conduct Internet and telephone auctions. Spectrum Group’s
Collectibles companies in the numismatics field include Stack’s
Bowers Numismatics LLC (dba Stack’s Bowers Galleries), a rare
coin and currency auction house, based in Irvine, California.
Safe Harbor Statement
This press release contains forward-looking
statements with respect to the distribution date for the spinoff of
A-Mark, within the meaning of the Private Securities Litigation
Reform Act of 1995 and the Securities Exchange Act of 1934. The
actual distribution date may differ from the anticipated timing for
the spinoff, or may not occur, because of the failure to satisfy
the conditions to the spinoff or for other reasons set forth in the
Registration Statement on Form S-1, and the included prospectus,
filed by A-Mark with the Securities and Exchange Commission with
respect to the spinoff. These documents are available on the SEC’s
website located at www.sec.gov.
Spectrum Group International, Inc.Greg
Roberts949-748-4800groberts@spectrumgi.com
Spectrum (CE) (USOTC:SPGZ)
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