(RTTNews) - Turning Point Brands, Inc. (TPB), a Kentucky-based marketer of Other Tobacco Products or OTP and adult consumer alternatives, said Monday that its parent Standard Diversified Inc. (SDI) has informed of its plans to pursue a corporate reorganization with TPB.
SDI has indicated that the reorganization is expected to consist of a statutory merger implemented via Delaware law, under which SDI would be merged with a wholly-owned subsidiary of Turning Point, with Turning Point as the survivor of the merger.
Following the merger that will be designed to constitute a tax-free "downstream reorganization" for U.S. federal income tax purposes, holders of SDI common stock would receive shares of the common stock of Turning Point in return for their SDI common stock.
Turning Point Brands' board of directors has formed a special committee of independent directors to engage in discussions with SDI.
The special committee noted that it has not made any decision and intends to thoroughly review the proposal with the assistance of its outside advisors.
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