FG Financial Group, Inc. (Nasdaq: FGF, FGFPP) (the “Company”), today announced that its merchant banking platform partner FG Merger Corp. (FG Merger) (Nasdaq: FGMC) has entered into a business combination agreement with iCoreConnect Inc., a market leading, cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow platform of applications and services. The business combination would result in iCoreConnect uplisting from the over the counter (“OTC”) market to the Nasdaq.
FG Financial Group is a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global®, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors.
In the aggregate, FG Financial Group’s indirect exposure to FG Merger Corp., a special purpose acquisition corporation, through its subsidiaries, represents potential beneficial ownership of approximately 820,000 shares of FG Merger common stock, approximately 989,000 warrants with an $11.50 strike price and a 5 year expiration, and approximately 85,000 warrants with a $15.00 strike price and a 10 year expiration.
Details of the transaction are included in the FG Merger Corp. press release available here.
Larry Swets, Jr., FG Financial Group’s CEO and Chairman of FG Merger Corp., commented, “In September, FG Financial Group launched the merchant banking platform to build upon our team’s experience managing, sponsoring and creating innovative structures for growing businesses. This transaction provides iCoreConnect shareholders an opportunity to have their intrinsic value recognized while providing FG Merger shareholders a unique asymmetric opportunity to contribute to the growth capital of the combined company. iCoreConnect has an attractive, scalable business model positioned to take advantage of industry tailwinds, and FG Financial Group looks forward to being a shareholder and sharing in the company’s success.”
FG Financial Group Chairman and Fundamental Global CEO Kyle Cerminara commented, “This transaction reflects the broadening business strategy of our merchant banking platform which we created last year with the vision to productively collaborate with companies to develop extraordinary businesses and frame value-creating structures at all points in their lifespans. iCoreConnect has experienced significant subscription growth over the past year, and this is a unique opportunity to provide growth capital to help them meet the demand for their product. We are encouraged by our merchant banking platform’s pipeline of attractive opportunities and look forward to continuing to evaluate and selectively deploy capital in unique investments such as this.”
FG Financial Group, Inc.
FG Financial Group, Inc. is a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global ®, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors. The Company’s principal business operations are conducted through its subsidiaries and affiliates.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “view,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, and may impact our ability to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this release are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation: risks associated with our inability to identify and realize business opportunities, and the undertaking of any new such opportunities; general conditions in the global economy, including the impact of health and safety concerns from the current COVID-19 pandemic; our lack of operating history or established reputation in the reinsurance industry; our inability to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated with operating in the reinsurance industry, including inadequately priced insured risks, credit risk associated with brokers we may do business with, and inadequate retrocessional coverage; our inability to execute on our investment and investment management strategy, including our strategy to invest in the risk capital of special purpose acquisition companies (SPACs); potential loss of value of investments; risk of becoming an investment company; fluctuations in our short-term results as we implement our new business strategy; risks of being unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; our limited operating history as a public company; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; potential conflicts of interest between us and our directors and executive officers; risks associated with our related party transactions and investments; and risks associated with our investments in SPACs, including the failure of any such SPAC to complete its initial business combination. Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.
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