Steel Partners Holdings L.P. Makes Proposal to Acquire Remaining Shares It Does Not Own of Handy & Harman Ltd.
06 Mars 2017 - 2:45PM
Business Wire
Steel Partners Holdings L.P. (NYSE:SPLP) (“SPLP”), a diversified
global holding company, announced today that it has submitted a
proposal to the independent members of the board of directors of
Handy & Harman Ltd. (NASDAQ(CM): HNH) (“HNH”), a diversified
global industrial company, to acquire all of the outstanding shares
of common stock of HNH not owned by SPLP or its subsidiaries for a
price of $29.00 per share, or approximately $106.7 million of
value.
SPLP currently owns approximately 70% of HNH’s outstanding
shares. SPLP’s proposal contemplates that HNH’s stockholders (other
than SPLP and its subsidiaries) would receive in total
approximately $106.7 million in liquidation preference of SPLP’s
6.0% Series A preferred units that currently trade on the New York
Stock Exchange.
The proposed transaction is subject to the approval of the board
of directors of HNH and the negotiation and execution of mutually
acceptable definitive transaction documents. SPLP’s proposal
contemplates that a special committee of independent directors
would be appointed by the board of directors of HNH to consider the
proposal and make a recommendation to the board, and that SPLP will
not move forward with the proposed transaction unless it results
from such a process and is approved by such a special committee. In
addition, the proposed transaction will be subject to a
non-waivable condition requiring the approval of a majority of the
outstanding shares of HNH not owned by SPLP or its affiliates, as
well as other customary closing conditions. There can be no
assurance that any of the foregoing approvals will be obtained,
that a definitive agreement will be executed or that any
transaction will be consummated.
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 HNH’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.
This communication relates to a proposal that SPLP has made for a
business combination transaction with HNH. In furtherance of this
proposal and subject to future developments, SPLP (and, if a
negotiated transaction is agreed, HNH) may file documents relating
to the proposed transaction with the United States Securities and
Exchange Commission (the “SEC”). This communication is not a
substitute for any such document SPLP and/or HNH may file with the
SEC in connection with the proposed transaction. HNH’s
stockholders are strongly advised to read any such documents filed
with the SEC carefully and in their entirety if and when they
become available, as they may be amended from time to time, because
they will contain important information about the proposed
transaction that HNH’s stockholders should consider prior to making
any decisions with respect to such proposed transaction. HNH’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.
This communication does not constitute a solicitation of a proxy
from any stockholder. However, SPLP and/or HNH and their respective
directors and executive officers may be deemed to be participants
in any solicitation of proxies in respect of the proposed
transaction. You can find information about SPLP’s directors and
executive officers in SPLP’s definitive proxy statement for its
2016 annual meeting of limited partners, which was filed with the
SEC on April 14, 2016. You can find information about HNH’s
directors and executive officers in HNH’s definitive proxy
statement for its 2016 annual meeting of stockholders, which was
filed with the SEC on April 8, 2016. Additional information
regarding the interests of such potential participants will be
included in one or more documents relating to the proposed
transaction filed with the SEC if and when they become available.
Investors should read any such documents carefully if and when they
become available before making any voting or investment
decisions.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements in this press release regarding the proposed
transaction between SPLP and HNH, the expected timetable for
completing any such transaction, future financial and operating
results, benefits of the proposed transaction, future opportunities
for SPLP’s and HNH’s businesses and any other statements by
management of SPLP 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 SPLP to successfully integrate HNH’s business; and the
risk that the expected benefits of the proposed transaction may not
be realized or maintained.
SPLP cannot give any assurance that the proposed transaction
will be completed or that any 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 SPLP’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, HNH’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2016, as well as other filings
by SPLP and HNH 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 SPLP’s ability to control or predict. SPLP
does not undertake to update any forward-looking statements as a
result of new information or future events or developments.
About Steel Partners Holdings L.P.
Steel Partners Holdings L.P. 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170306005352/en/
PondelWilkinson Inc.Roger S. Pondel,
310-279-5965rpondel@pondel.com
Handy & Harman Ltd. (NASDAQ:HNH)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
Handy & Harman Ltd. (NASDAQ:HNH)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024