Marygold Companies Announces $2.00/Share Take-Private Merger

What Happened

• Marygold Companies, Inc. (NYSE American: MGLD) filed an 8-K stating it entered into an Agreement and Plan of Merger on September 25, 2026 with Flower AcquireCo, LLC (Parent) and its wholly owned subsidiary, Flower Merger Sub, Inc. Parent is controlled by funds managed by Madison Dearborn Partners. Under the agreement, each outstanding share of common stock will be converted into the right to receive $2.00 per share in cash (the Per Share Price). The Per Share Price is about a 100% premium to Marygold’s closing price on September 24, 2026. Upon closing the company will become privately held and its common stock will be delisted from the NYSE American. The company also amended its bylaws on September 24, 2026 to add director/officer indemnification, forum-selection provisions, and an opt‑out of certain Nevada takeover statutes; related indemnification agreements were executed.

Key Details

• Per share cash price: $2.00 per share (≈100% premium to Sept. 24, 2026 close).
• Stockholder support: Holders controlling ~75% of voting power signed voting/support agreements and delivered written consent on Sept. 25, 2026 (this constitutes the Requisite Stockholder Approval).
• Timing & conditions: Transaction expected to close in the first half of 2027, subject to customary closing conditions (regulatory consents including certain U.K. approvals, fund approvals, accuracy of reps/warranties, and other customary conditions). Closing must occur by June 7, 2027 unless extended.
• Treatment of other securities: Preferred shares will be converted into cash based on conversion into common shares; in‑the‑money stock options will be cashed out for the difference between $2.00 and the exercise price; options/warrants with exercise prices ≥ $2.00 will be cancelled for no consideration.

Why It Matters

• If the deal closes, common shareholders will receive $2.00 per share in cash and the company will cease public trading, eliminating future public-market upside and liquidity for shareholders.
• The transaction has strong initial support (≈75% of votes), so shareholder approval risk is reduced, but closing still depends on other conditions (regulatory and fund approvals).
• Holders of out‑of‑the‑money options and certain warrants stand to receive no payment; in‑the‑money option holders will be paid cash for intrinsic value.
• The bylaws changes add director/officer protections and specify dispute forums, which affect corporate governance after the transaction.

Keywords: merger, take-private, cash offer, Madison Dearborn Partners, $2.00/share, delisting, shareholder approval, bylaws amendment.