Standard Diversified Inc. (the “Company”) (NYSE:SDI) today announced that it intends to pursue a merger with Turning Point Brands, Inc. (“Turning Point”), of which the Company held a 50.1% interest as of September 30, 2019. Pursuant to the proposed transaction, which would be a statutory merger implemented via Delaware law and which is intended to constitute a tax-free “downstream reorganization” for U.S. federal income tax purposes, the Company would be merged with and into a wholly owned subsidiary of Turning Point with Turning Point as the survivor of the Merger. Pursuant to the merger, holders of the Company’s common stock would receive, in return for their Company common stock, shares of the common stock of Turning Point.
The details and timing of the proposed merger have not yet been determined, and there can be no assurance that any definitive agreement will be executed or that any transaction will be approved or consummated. The Company’s Board of Directors intends to form a Special Committee of Independent Directors to engage in discussions with Turning Point. The proposed transaction is subject to the approval of the Company’s Board of Directors (which would be based on a recommendation from the Special Committee) and stockholders, and also Turning Point’s requisite approval.
Prior to the consummation of the proposed merger, the Company plans to divest all assets and liabilities of the Company other than its interest in Turning Point. This includes the disposition of the Company’s interest in Maidstone Insurance Company (“Maidstone”), through a disposition to the New York State Department of Financial Services (“NYSDFS”). The Company also intends to dispose of its out-of-home advertising business, conducted through its subsidiary Standard Outdoor LLC, in a transaction not yet finalized.