MELVILLE, N.Y., Dec. 19,
2023 /PRNewswire/ -- P&F Industries, Inc.
("P&F" or the "Company") (NASDAQ: PFIN) today announced that
its shareholders approved a proposal to adopt the merger agreement
entered into between the Company and Shoreview Industries at a
Special Meeting of Shareholders held on December 19, 2023. As previously announced, under
the terms of the transaction, P&F shareholders will receive
$13.00 per share in cash.
"We thank our shareholders for their strong support of this
transaction," said Richard Horowitz,
Chairman of the Board, Chief Executive Officer and President. "We
look forward to completing the transaction with Shoreview to deliver immediate and premium
value to our investors and better serve our global customers."
The affirmative vote of the majority of the shares of common
stock of the Company outstanding and entitled to vote thereon and
the affirmative vote of a majority of the votes cast at the Special
Meeting by stockholders other than Richard
A. Horowitz, as applicable, voted to adopt the Merger
Agreement. P&F will provide final vote results for the Special
Meeting, as certified by the independent Inspector of Election, on
a Form 8-K with the U.S. Securities and Exchange Commission.
P&F now expects to complete the transaction later this week,
subject to customary closing conditions.
Advisors
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to the Special Committee. East Wind Securities initiated
the transaction and is serving as exclusive financial advisor to
P&F and Ruskin Moscou Faltischek, P.C. is serving as legal
advisor to P&F.
Sidley Austin LLP is serving as legal advisor to ShoreView.
ABOUT P&F INDUSTRIES, INC.
P&F Industries, Inc., through its wholly owned subsidiaries,
is a leading manufacturer and importer of air-powered tools and
accessories sold principally to the aerospace, industrial,
automotive, and DIY markets. P&F's products are sold under its
own trademarks, as well as under the private labels of major
manufacturers and retailers.
ABOUT SHOREVIEW
Founded in 2002, ShoreView is a
Minneapolis-based private equity
firm that has raised over $1.3
billion of committed capital across four funds. ShoreView partners with family and
entrepreneur-owned companies across many sectors, including
engineered products, distribution, industrial services, business
services, healthcare, and niche consumer products. Shoreview structures various acquisition,
recapitalization, and build-up transactions, typically in
businesses with revenues ranging between $20
million and $300 million.
If you are interested in speaking with ShoreView about add-on or platform investment
opportunities, please contact Garrett
Davis at garrett@shoreview.com.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, each as
amended, including all statements other than statements of
historical fact contained in this press release and includes,
without limitation, statements regarding the transaction and
anticipated closing date. These statements identify prospective
information and may include words such as "expects," "intends,"
"continue," "plans," "anticipates," "believes," "estimates,"
"predicts," "projects," "potential," "should," "may," "will," or
the negative version of these words, variations of these words and
comparable terminology. These forward-looking statements are based
on information available to the Company as of the date of this
press release and are based on management's current views and
assumptions. These forward-looking statements are conditioned upon
and also involve a number of known and unknown risks,
uncertainties, and other factors that could cause actual results,
performance or events to differ materially from those anticipated
by these forward-looking statements. Such risks, uncertainties, and
other factors may be beyond the Company's control and may pose a
risk to the Company's operating and financial condition. Such risks
and uncertainties include, but are not limited to, the following
risks: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; (ii) inability to complete the proposed transaction
because, among other reasons, conditions to the closing of the
proposed transaction may not be satisfied or waived; (iii)
uncertainty as to the timing of completion of the proposed
transaction; (iv) potential adverse effects or changes to
relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the proposed
transaction; (v) potential litigation relating to the proposed
transaction that could be instituted against the Company or its
respective directors and officers, including the effects of any
outcomes related thereto; or (vi) possible disruptions from the
proposed transaction that could harm the Company's business,
including current plans and operations. Information concerning
additional risks, uncertainties and other factors that could cause
results to differ materially from the expectations described in
this press release is contained in the Company's filings with the
U.S. Securities and Exchange Commission ("SEC"), including its
annual report on Form 10-K filed with the SEC on March 29, 2023, its quarterly reports on Form
10-Q filed with the SEC on May 12,
2023 and August 11, 2023, and
other documents the Company may file with or furnish to the SEC
from time to time such as annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K. These
forward-looking statements should not be relied upon as
representing the Company's views as of any subsequent date and the
Company undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made. The information contained in, or that can be accessed
through, the Company's website and social media channels are not
part of this Current Report on Form 8-K.
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SOURCE P&F Industries, Inc.