TORONTO, July 15, 2014 /CNW/ - (TSX: KFS, NYSE: KFS) Kingsway Financial
Services Inc. ("Kingsway" or the "Company") today announced the pricing
of the initial public offering by its subsidiary 1347 Capital Corp.
("1347 Capital") of four million units at a price to the public of
$10.00 per unit. 1347 Capital was formed for the purpose of entering
into a merger, share exchange, asset acquisition or other similar
business combination with one or more businesses or entities.
Each unit issued in the initial public offering consists of one share of
common stock, one right to receive one-tenth of a share of common stock
automatically on the consummation of an initial business combination,
and one warrant to acquire one-half of one share of common stock at a
price of $11.50 per full share of common stock. 1347 Capital has
granted the representative of the underwriters a 45-day option to
purchase up to 600,000 additional units to cover over-allotments, if
The units are expected to begin trading Wednesday, July 16, 2014, on The
NASDAQ Capital Market ("Nasdaq") under the symbol "TFSCU." The
securities comprising the units will begin separate trading on October
13, 2014, unless EarlyBirdCapital, Inc. determines that an earlier date
is acceptable. Once the securities comprising the units begin separate
trading, the common stock, warrants and rights are expected to be
traded on Nasdaq under the symbols "TFSC," "TFSCW" and "TFSCR,"
EarlyBirdCapital, Inc. acted as sole book-running manager for the
Aegis Capital Corp. acted as co-manager for the offering.
A registration statement relating to these securities was declared
effective by the Securities and Exchange Commission on July 15, 2014.
This offering is being made only by means of a prospectus. Copies of
the prospectus relating to this offering may be obtained by contacting
EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New
York 10016. Copies of the registration statement can be accessed
through the SEC's website at www.sec.gov
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of, these
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
About 1347 Capital
1347 Capital Corp. is a blank check company formed for the purpose of
entering into a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities. 1347 Capital's
efforts to identify a target business will not be limited to a
particular industry or geographic region, although it intends to focus
efforts on seeking a business combination with a company or companies
operating in or providing services to the insurance industry.
Kingsway is a holding company functioning as a merchant bank with a
focus on long-term value-creation. The Company owns or controls stakes
in several insurance industry assets and utilizes its subsidiaries,
1347 Advisors LLC and 1347 Capital LLC, to pursue opportunities acting
as an advisor, an investor and a financier. The common shares of
Kingsway are listed on the Toronto Stock Exchange and the New York
Stock Exchange under the trading symbol "KFS."
This press release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 that are not historical facts, and
involve risks and uncertainties that could cause actual results to
differ materially from those expected and projected. Words such as
"expects", "believes", "anticipates", "intends", "estimates", "seeks"
and variations and similar words and expressions are intended to
identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
Kingsway management's current beliefs, based on information currently
available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information
identifying important factors that could cause actual results to differ
materially from those anticipated in the forward looking statements,
please refer to the section entitled "Risk Factors" in the Company's
2013 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2014. Except as expressly required by
applicable securities law, the Company disclaims any intention or
obligation to update or revise any forward looking statements whether
as a result of new information, future events or otherwise.
SOURCE: Kingsway Financial Services Inc.