Steel Partners Holdings L.P. (NYSE: SPLP), a diversified global
holding company, and Handy & Harman Ltd. (NASDAQ: HNH), a
diversified global industrial company, today announced they have
signed a definitive merger agreement under which Steel Partners
will acquire the remaining shares of Handy & Harman it does not
currently own.
Steel Partners currently owns approximately 70% of Handy &
Harman’s outstanding shares. Under the agreement, Steel Partners,
together with a wholly owned subsidiary of Steel Partners, will
commence an exchange offer to acquire all the outstanding shares of
Handy & Harman’s common stock (not owned by Steel Partners or
any of its affiliated entities) for 1.484 Series A preferred units
of Steel Partners for each Handy & Harman share tendered.
Receipt of the preferred units, based on their liquidation
preference of $25.00 per unit, will thus provide Handy & Harman
stockholders with $37.10 of value for each share of Handy &
Harman common stock tendered in the offer. The preferred units,
which currently trade on the New York Stock Exchange under the
ticker symbol “SPLPPRA,” (1) bear a cumulative distribution at a
rate of 6.0% per annum, (2) mature in February 2026 and (3) will
provide Handy & Harman’s stockholders with either cash or Steel
Partners common units upon maturity or earlier redemption at the
option of Steel Partners. In addition, Steel Partners will offer to
repurchase or redeem, for cash on a pro rata basis, 20% of its
preferred units by February 2020.
“The transaction represents an important milestone in the growth
and development of Steel Partners,” said Warren Lichtenstein,
Executive Chairman. “It is consistent with the implementation of
our business simplification plan and exemplifies our strategy of
cost-effectively streamlining our corporate structure.”
Bill Fejes, President and Chief Executive Officer of Handy &
Harman Group Ltd., said, “The agreement provides significant value
to the stockholders of Handy & Harman. It will allow our
operating team to focus expressly on customers and growing our
business, while essentially eliminating the added expense of Handy
& Harman being a separate publicly traded company.”
The definitive agreement was unanimously approved by a special
committee of the Board of Directors of Handy & Harman,
consisting solely of independent directors, as well as the Boards
of Directors of each of Handy & Harman and the general partner
of Steel Partners.
Upon completion of the transaction, which is expected in the
second half of 2017, Handy & Harman will no longer be publicly
traded.
Consummation of the exchange offer is subject to customary
conditions, including the tender of a number of shares of Handy
& Harman’s common stock that constitutes at least (1) a
majority of Handy & Harman’s outstanding shares and (2) a
majority of Handy & Harman’s outstanding shares not owned by
Steel Partners or any of its affiliates, as well as other customary
conditions.
Steel Partners’ advisors included legal advisors Olshan Frome
Wolosky LLP, Pepper Hamilton LLP as tax counsel, and Corporate Fuel
Securities, LLC as financial advisor. Duff & Phelps LLC acted
as financial advisor to the Handy & Harman special committee,
and Graubard Miller served as legal counsel to the special
committee.
Important Information
The exchange offer described in this press release has not yet
commenced. This press release is for informational purposes only
and it is neither an offer to purchase or exchange nor a
solicitation of an offer to sell or exchange shares of Handy &
Harman’s common stock, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. At the time the exchange
offer is commenced, Steel Partners will file a tender offer
statement on Schedule TO and a Registration Statement on Form S-4,
containing a prospectus/offer to exchange, a form of letter of
transmittal and other related exchange offer documents, with the
United States Securities and Exchange Commission (the “SEC”). In
addition, Handy & Harman will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC. Steel Partners and Handy & Harman may also file other
documents with the SEC regarding the transaction. Handy &
Harman’s stockholders are strongly advised to read the exchange
offer materials carefully and in their entirety when they become
available, as they may be amended from time to time, because they
will contain important information about such exchange offer that
Handy & Harman’s stockholders should consider prior to making
any decisions with respect to such exchange offer. Handy &
Harman’s stockholders will be able to obtain a free copy of any
such documents filed with the SEC at the website maintained by the
SEC at www.sec.gov.
About Steel Partners Holdings L.P.
Steel Partners Holdings L.P. (www.steelpartners.com) is a
diversified global holding company that engages in multiple
businesses through consolidated subsidiaries, associated companies
and other interests. It owns and operates businesses and has
significant interests in leading companies in various industries,
including diversified industrial products, energy, defense, supply
chain management and logistics, banking and youth sports.
About Handy & Harman
Handy & Harman Ltd. (www.handyharman.com) is a diversified
manufacturer of engineered niche industrial products, with leading
market positions in many of the markets it serves. Through its
wholly-owned operating subsidiaries, the company focuses on
high-margin products and innovative technology and serves customers
across a wide range of end markets. Handy & Harman's diverse
product offerings are marketed throughout the United States and
internationally.
Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between Steel Partners and Handy & Harman, the
expected timetable for completing the transaction, future financial
and operating results, benefits of the proposed transaction, future
opportunities for Steel Partners’ and Handy & Harman’s
businesses and any other statements by management of Steel Partners
and Handy & Harman concerning future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements.
Generally, forward-looking statements include expressed
expectations, estimates and projections of future events and
financial performance and the assumptions on which these expressed
expectations, estimates and projections are based. Statements that
are not historical facts, including statements about the beliefs
and expectations of the parties and their management, are
forward-looking statements. All forward-looking statements are
inherently uncertain as they are based on various expectations and
assumptions about future events, and they are subject to known and
unknown risks and uncertainties and other factors that can cause
actual events and results to differ materially from historical
results and those projected. Risks and uncertainties include the
satisfaction of closing conditions for the proposed transaction;
the possibility that the proposed transaction will not be
completed, or if completed, not completed on a timely basis; the
ability of Steel Partners to successfully integrate Handy &
Harman’s business; and the risk that the expected benefits of the
proposed transaction may not be realized or maintained.
Neither Steel Partners nor Handy & Harman can give any
assurance that the proposed transaction will be completed or that
the conditions to the proposed transaction will be satisfied. A
further list and description of additional business risks,
uncertainties and other factors can be found in Steel Partners’
Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, Handy & Harman’s Annual Report on Form
10-K for the fiscal year ended December 31, 2016, as well as other
filings by Steel Partners and Handy & Harman with the SEC.
Copies of these filings, as well as subsequent filings, are
available online at www.sec.gov. Many of the factors that will
determine the outcome of the proposed transaction are beyond Steel
Partners’ and Handy & Harman’s ability to control or predict.
Neither Steel Partners nor Handy & Harman undertakes to update
any forward-looking statements as a result of new information or
future events or developments.
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version on businesswire.com: http://www.businesswire.com/news/home/20170626006157/en/
PondelWilkinson Inc.Roger S. Pondel,
310-279-5965rpondel@pondel.com
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