The Marygold Companies, Inc. (NYSE American: MGLD) announced on September 25, 2026, that it has entered into a definitive agreement to be acquired by Flower AcquireCo, LLC, a Delaware limited liability company controlled by funds managed by Madison Dearborn Partners (MDP). Under the terms of the Merger Agreement, Merger Sub, a wholly owned subsidiary of Parent, will merge with and into Marygold, with Marygold surviving as a wholly owned subsidiary of Parent.
The transaction is an all-cash deal valued at $2.00 per share. This price represents a premium of approximately 100% over Marygold’s closing share price on September 24, 2026. The transaction is expected to close during the first half of 2027 or earlier, subject to customary closing conditions, including the approval of Marygold stockholders and regulatory approvals.
Upon completion of the Merger, Marygold will become a privately held company, and its common stock will no longer be listed on the NYSE American LLC. The company’s board of directors unanimously approved the agreement and recommended that stockholders vote in favor of the transaction.
Key details of the transaction include:
- Consideration: Each share of Company Common Stock will be converted into the right to receive $2.00 in cash. Each share of Series A and Series B Convertible Preferred Stock will be converted into cash equal to the product of the $2.00 per share price and the number of shares into which the preferred stock is convertible.
- Equity Awards: Outstanding options with an exercise price less than $2.00 will be cash-settled for the difference between the exercise price and the $2.00 price. Options and warrants with an exercise price equal to or greater than $2.00 will be cancelled for no consideration. Restricted stock awards will be cash-settled at $2.00 per share.
- Stockholder Support: Certain stockholders, including Nicholas Gerber, who collectively beneficially own approximately 75% of the voting power of Marygold’s outstanding shares, have entered into voting and support agreements to vote in favor of the Merger. Additionally, these stockholders delivered a written stockholder consent approving the Merger Agreement, satisfying the condition for requisite stockholder approval.
- Termination: The Merger Agreement may be terminated if the transaction has not closed by June 7, 2027, subject to a possible extension. In certain circumstances, Marygold would be required to pay a termination fee of approximately $2.6 million.
In conjunction with the filing, Marygold also adopted an amendment to its Amended and Restated Bylaws on September 24, 2026. The amendment includes provisions for director and officer indemnification, forum selection clauses designating Nevada courts for internal actions and federal courts for securities claims, and an opt-out provision regarding Nevada statutes on acquisitions of controlling interests.
