CompoSecure board approves Resolute Holdings spinoff, expands share repurchase

CompoSecure’s (CMPO) Board of Directors has approved the previously announced plan to spin-off its newly formed subsidiary, Resolute Holdings (RHLD) Management. The Board of Directors has also approved an increase to CompoSecure’s current share repurchase authorization from $40M up to $100M. The record date for shareholders of CompoSecure to receive shares of Resolute Holdings has been set as February 20, 2025 and the distribution is expected to occur prior to the opening of trading on February 28, 2025. All CompoSecure shareholders as of the record date will receive one share of Resolute Holdings for every twelve shares of CompoSecure. Shares of Resolute Holdings are expected to trade on Nasdaq under the ticker “RHLD” with “when-issued” trading expected to commence on or about February 20, 2025. The distribution of shares of Resolute Holdings will give rise to a taxable gain to CompoSecure and will be treated as a taxable dividend to all existing CompoSecure shareholders for U.S. federal and applicable state and local tax purposes. Resolute Holdings anticipates limited profitability in fiscal year 2025 as it establishes operations and builds out infrastructure, including adding to its investment and operating team. These investments are designed to facilitate the acceleration of organic and value enhancing inorganic growth at CompoSecure.