WILLOW GROVE, PA—FC Global Realty and Gadsden Growth Properties have signed a definitive agreement to combine their two companies. Under the terms of the merger agreement, FC Global will convert from a Nevada corporation to a Maryland corporation. Once the merger is complete, the resulting company will be a publicly traded real estate investment trust that is estimated to have more than $175 million in gross assets of real estate investments and shareholder equity of more than $100 million.

Gadsden shareholders will own approximately 94% of the FC Global outstanding shares, on a fully diluted basis, if all certain scheduled real estate acquisition opportunities of Gadsden are completed, subject to adjustments as provided in the merger agreement. The merger is anticipated to close around year-end, subject to the approval of shareholders from both companies, applicable regulatory requirements including that the registration statement and proxy filed by FC Global on November 9, 2018 is declared effective, and customary closing conditions.

“FC Global has been in the process of developing and refining its focus in the real estate business since our conversion to a real estate investment operation in mid-2017,” says Michael R. Stewart, Chief Executive Officer, FC Global Realty “Our goal is to maximize shareholder value through strategic real estate investments, and we believe merging with Gadsden is the best way to achieve that goal.” Stewart says. “It is expected that this transaction will create a newly formed company with a solid and flexible balance sheet, with growing cash flows that are anticipated to support sustainable earnings growth.”

“Teaming with FC Global allows Gadsden a unique opportunity to become a publicly traded REIT and continue our strategic real estate investments,” says John E. Hartman, chief executive officer of Gadsden Growth Properties. “The combination of these two companies is anticipated to create a more expansive investment vehicle to acquire, and manage real estate assets concentrated in the commercial and multi-family sectors across the US.” Hartman says. “We plan to utilize Gadsden's real estate and business experience to create a quality real estate portfolio, which we believe will create long-term shareholder value.”