National Holdings Corporation (NHLD)

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B.Riley may acquire NHLD someday, but not today.

B. Riley has now formally acknowledge its offer to acquire NHLD is too weak for NHLD to considered it. However, RILY will continue to file Form 13D as a 5% owner because it may acquire NHLD in the future.

Prior to the Letter of Intent between B. Riley and National Holdings, neither Mark Klein nor Bryant Riley were required to filed a Form 13D because each of them owned less than 5% of NHLD. However, today B.Riley said, "[RILY] may in the future explore a potential acquisition of [NHLD] and engage in discussions with the Board of Directors and management of [NHLD] regarding such a transaction" and RILY will therefore, continue to file Form 13D.



See:

http://www.sec.gov/Archives/edgar/data/1023844/000101968716004923/briley_sc13da-012216.htm

"As previously disclosed in the initial Schedule 13D, effective November 30, 2015, BRF entered into a Letter of Intent with the Issuer with respect to a potential acquisition of the Issuer (the “LOI”). On January 25, 2016, BRF notified the Issuer that it has withdrawn its proposal to acquire the Issuer under the LOI and has terminated its discussions with the Board of Directors and management to acquire the Issuer pursuant to the terms set forth in the LOI. The Reporting Persons may in the future explore a potential acquisition of the Issuer and engage in discussions with the Board of Directors and management of the Issuer regarding such a transaction."


Also, on December 10, 2015, NHLD said:

National Holdings Corporation (NHLD) ("National Holdings" or the "Company"), a full-service investment banking and asset management firm, commented on the 13D filed today by B. Riley Financial, Inc., wherein that firm disclosed an ownership interest in National Holdings and an unsolicited $3.25 per share stock for stock acquisition offer. Also disclosed in the filing was a Letter of Intent ("LOI") signed by the two firms on November 30, 2015, whereby National granted B. Riley Financial, Inc. a 30-day exclusivity period.

"The Company agreed to the 30-day exclusivity period to give us time to evaluate the merits of the B. Riley offer, engage in negotiations and, as the proposal is for a stock transaction, to do our due diligence on B. Riley and allow them to complete their due diligence process on National," stated Robert Fagenson, National Holdings' Executive Chairman and Chief Executive Officer. "A committee of independent directors will evaluate this offer to determine what course of action it believes would be in the best interests of our shareholders. To assist them in this evaluation process, we have hired an outside advisor."

The execution of the letter of intent does not mean that a transaction with B. Riley will be consummated on the terms contemplated by the letter of intent or at all.

https://finance.yahoo.com/news/national-holdings-corporation-comments-b-232042503.html