Strong/MDI Screen Systems, Inc. entered into an acquisition agreement to acquire FG Acquisition Corp. (TSX:FGAA.U) from FGAC Investors LLC, CG Investments VII Inc. and others for $14.95 million in a reverse merger transaction on May 3, 2024. As a result of the MDI Acquisition, MDI will become a wholly-owned subsidiary of FGAC. The MDI Acquisition will constitute FGAC's Qualifying Acquisition, and values MDI at a pre-money valuation of $30 million. 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 equal to (a) the MDI Equity Value minus * the Cash Consideration and (y) the Preferred Shares, divided by (b) $10.00. It is anticipated that, upon completion of the MDI Acquisition, on a non-diluted basis and assuming completion of a $10 million private placement and the issuance of 338,560 Common Shares to CG Investments VII Inc. as consideration for its deferred underwriting fee: the shareholders of Class A Restricted Voting Shares (immediately before the Closing), which consist of FGAC's current public shareholders, will hold an ownership interest of approximately 1.62% in Saltire; the Sponsors will hold an aggregate ownership interest of 51.42% in Saltire; Strong Global will hold an ownership interest of approximately 29.6% in Saltire; there will be 10,100,000 Warrants to acquire Common Shares outstanding; and there will be 1,500,000 OTM Warrants to acquire Common Shares outstanding. Following Closing, the Corporation will be led by Larry G. Swets, Jr., as Executive Chairman, Andrew Clark as Chief Executive Officer, Hassan Baqar as Chief Financial Officer and Robert Clark as Chief Investment Officer, whose services will be provided pursuant to the Management Agreement. The Corporation's board of directors will consist of Larry G. Swets, Kyle Cerminara, Andrew Clark, Shaun Alie, Robert Clark, Andrew B. McIntyre and Richard E. Govignon. In connection with the closing of the MDI Acquisition ("Closing"), the Corporation intends to rename itself Saltire Holdings, Ltd. The Corporation has reserved the symbols "SLT" and "SLT.WT" for the Common Shares and Warrants, respectively. Upon completion of the MDI Acquisition, (a) the Class A Restricted Voting Shares not required to be redeemed will convert into Common Shares on a one for one basis, (b) the Class B Shares will be exchanged for Common Shares, and (c) the Common Shares and Warrants will trade separately on the TSX, subject to meeting the TSX listing requirements. Concurrently with Closing, Saltire will enter into a management agreement (the "Management Agreement") with Saltire Partners, Inc. (the "Manager"), which will act as the manager and promoter of Saltire and will provide management services to Saltire. Saltire's unique structure will also include a 20% ownership position in the Manager, a stand-alone investment manager that will seek to develop, through organic growth and selected strategic acquisitions, a strong and differentiated asset management platform. The Manager will also have executive responsibilities at Saltire, including investment and capital allocation decisions. FG established a committee of independent directors (the ?Special Committee?), comprised of John W. Struble and Marsha G. King, to review the acquisition.


The Closing is conditional on, among other things, there being no legal impediments to Closing and all required authorizations, consents and approvals necessary to effect Closing having occurred, or being filed or obtained, as applicable, the Common Shares being conditionally listed for trading on a stock exchange, the approval of the Qualifying Acquisition by the holders of Class A Restricted Voting Shares at a meeting of shareholders to be held in connection with the Qualifying Acquisition, receipts having been obtained for both the preliminary and final prospectus and other usual and customary conditions for transactions of this nature. The obligations of Strong Global at Closing are also conditional on, among other usual and customary conditions for transactions of this nature, (a) the truth and accuracy of FGAC's representations and warranties, (b) the compliance and/or performance by FGAC of its covenants under the Acquisition Agreement, and (c) there having been no material adverse change with respect to FGAC. The Closing is also conditional on, among other usual and customary conditions for transactions of this nature, the following conditions of Closing in favour of FGAC: (a) the truth and accuracy of Strong Global and MDI's representations and warranties, (b) the compliance and/or performance by Strong Global and MDI of their covenants under the Acquisition Agreement, (c) the completion of all required third party authorizations, consents and approvals, and (d) there having been no material adverse change with respect to MDI or its business and there being no events, facts or circumstances that shall have occurred which would result or which could reasonably be expected to result, individually or in the aggregate, in a material adverse change with respect to MDI or its business. The Special Committee determined that the MDI Acquisition was in the best interests of the Company and its shareholders, and recommended approval of the MDI Acquisition by the Board. The Board subsequently approved the MDI Acquisition. The transaction is expected to close from July 5, 2024 to November 5, 2024.

Mark Spiro and David Coll-Black of Goodmans LLP is acting as legal counsels to FG Acquisition Corp and FGAC Investors and Canaccord Genuity Corp. is acting as financial advisor. Cyndi Laval of Gowling WLG is acting as legal counsel to Strong Global and MDI.