Steel Partners Commences Exchange Offer to Acquire Remaining Shares of Handy & Harman It Does Not Own
13 Septiembre 2017 - 7:00AM
Business Wire
Steel Partners Holdings L.P. (NYSE: SPLP), a diversified global
holding company, today announced that, pursuant to a previously
announced merger agreement, it has commenced an exchange offer to
acquire the remaining shares of Handy & Harman Ltd. (NASDAQ:
HNH), a diversified global industrial company, it does not
currently own.
Steel Partners currently owns approximately 70% of Handy &
Harman’s outstanding shares. Subject to the terms and conditions of
the offer, Handy & Harman stockholders who validly tender their
shares in the offer will receive 1.484 6.0% Series A preferred
units of Steel Partners for each Handy & Harman share tendered.
The offer is scheduled to expire at 12:00 midnight, New York City
time, at the end of October 11, 2017, unless extended or
terminated. The terms and conditions of the offer are described in
the exchange offer documents, which will be mailed to Handy &
Harman stockholders.
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 a majority of
Handy & Harman’s outstanding shares not owned by Steel Partners
or any of its affiliates, as well as other customary conditions.
The Board of Directors of Handy & Harman, upon the unanimous
recommendation of a special committee consisting of independent
directors, recommends that the unaffiliated stockholders of Handy
& Harman accept the offer and tender their shares of Handy
& Harman common stock pursuant to the offer.
In connection with the offer, Steel Partners today will file
with the United States Securities and Exchange Commission (the
“SEC”) a tender offer statement on Schedule TO, as well as a
prospectus/offer to exchange and certain ancillary documentation
that will be mailed to Handy & Harman stockholders, and Handy
& Harman will file with the SEC and mail to its stockholders a
Solicitation/Recommendation Statement on Schedule 14D-9. These
documents contain important information about the offer that should
be read carefully before any decision is made with respect to the
offer.
Important Information
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. Steel Partners will today
file a tender offer statement on Schedule TO, a prospectus/offer to
exchange, a form of letter of transmittal and other related
exchange offer documents with the SEC. In addition, Handy &
Harman will today 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, including a transaction statement on Schedule 13E-3.
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. In addition, Handy &
Harman’s stockholders will be able to obtain free copies of such
materials by contacting MacKenzie Partners, Inc., the information
agent for the offer, by phone toll-free at (800) 322-2885 or by
email at tenderoffer@mackenziepartners.com.
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, except as required by law.
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PondelWilkinson Inc.Roger S. Pondel,
310-279-5965rpondel@pondel.com
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