Meet our Majority Shareholder, Fortress Biotech

National Securities and its affiliates, all wholly owned by National Holdings Corporation (NHLD or “National”), make up one of the nation’s largest full-service financial firms. In September 2016, Fortress Biotech, Inc. (FBIO or “Fortress”), through its affiliate FBIO Acquisition, Inc., acquired 57 percent of National’s outstanding shares to become our majority shareholder.

While the agreement was structured to maintain National’s operational independence, we recognize that our investors may be sensitive to the potential for conflicts of interest. We believe in the importance of maintaining the highest level of transparency and address the key elements of our relationship with Fortress below.

Fortress Biotech, Inc. (NASDAQ: FBIO) is a biopharmaceutical company dedicated to acquiring, developing and commercializing novel pharmaceutical and biotechnology products. Fortress develops and commercializes products both within Fortress and through subsidiary companies, also known as Fortress Companies. Fortress is therapeutic area agnostic, which provides maximum flexibility and allows the company to invest in a broad array of new technologies with robust clinical and commercial potential. To date, the company has advanced programs in areas including oncology, pain management, dermatology, rare disease and autoimmune diseases.

For more information, visit www.fortressbiotech.com.

In a statement made on April 28, 2016, prior to the transaction, Fortress’ Executive Vice Chairman Michael S. Weiss said,

“We are very excited to be able to bring the National team under the Fortress Biotech umbrella. We have worked closely with NHLD over the years and believe strongly in the people, its overall business and in particular the company’s ability to finance emerging biotech companies. We plan to enhance National’s biotech and life science investment banking franchise into a leader in the field, while also identifying important additional verticals to broaden its breadth of product offerings for their clientele. We are additionally excited about the opportunity of growing NHLD’s diverse platform, including asset management, insurance, tax planning and mortgage businesses…The deal as structured will provide a unified board and management team with a shareholder base all aligned with a single vision to create a more dynamic and profitable NHLD.”

Yes. Less than 80 percent of National’s outstanding shares were tendered in Fortress’ offer, therefore the conditions for a merger were not met and National remains a publicly traded company.

Our unique relationship is designed to benefit all stakeholders, including National investors. Fortress anticipates that many of its Fortress Company subsidiaries will be spun out as public companies, or will be acquired by or partnered with larger pharmaceutical companies to advance their product candidates. To accelerate research and development, Fortress helps raise capital for its Fortress Companies through a variety of deal structures.

National’s relationship with Fortress grants our clients unique access to these opportunities, including investing in newly minted biotech IPOs at below-market valuations.*

*Please see important disclosures at the bottom of this page. 

Though Fortress holds a controlling stake in National, National continues to operate as an autonomous company. We have an independent management team comprised of financial industry veterans who have led National to its most profitable period in the company’s history.

Fortress and National have built a unique model that inherently aligns Fortress’ business objectives with the financial interests of National’s clients. In other words, if National’s investors don’t succeed, neither does Fortress.

We are proud of the eight Fortress-affiliated transactions worth a total of $205 million that National has closed since the tender. However, these transactions comprise only a fraction of the 91 transactions with an aggregate deal value of $2.835 billion that National has closed since September 2016. We maintain an intense focus on risk management, with a diversified platform of traditional and alternative investments spanning the healthcare, technology, financial services and real estate industries.

Fortress and its portfolio of Fortress Companies have a robust pipeline of therapies across multiple indications and at various stages of development. You can see their progress below as of May 5, 2018. For more information on Fortress and its Fortress Companies, visit www.fortressbiotech.com.

FORWARD-LOOKING STATEMENTS

This page may contain certain forward-looking statements. Any such statements, other than statements of historical fact, are based on management’s current expectations, estimates, projections, beliefs and assumptions about the Company, its current and prospective portfolio investments, and its industry. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control, difficult to predict and could cause actual results to differ materially from those expected or forecasted in such forward-looking statements. Actual developments and results are likely to vary materially from these estimates and projections as a result of a number of factors, including those described from time to time in National’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and National undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.