Steel Partners Completes Exchange Offer to Acquire Remaining Shares of Handy & Harman
12 Octobre 2017 - 3:02PM
Business Wire
Steel Partners Holdings L.P. (NYSE:SPLP), a diversified global
holding company, today announced that it has successfully completed
its exchange offer to acquire the remaining shares of Handy &
Harman Ltd. (NASDAQ: HNH), a diversified global industrial company,
it does not own.
The offer expired at 12:00 midnight, New York City time, at the
end of October 11, 2017. As of the expiration, 2,352,456 shares had
been validly tendered and not validly withdrawn, representing
approximately 89.5% of Handy & Harman’s outstanding shares of
common stock (including shares owned by Steel Partners and its
affiliated entities) and approximately 58.6% of Handy &
Harman’s outstanding shares of common stock not owned by Steel
Partners or any of its affiliates. The conditions to the offer were
satisfied, and Steel Partners has accepted for payment and will
promptly pay for all validly tendered shares.
“Today’s announcement is positive news for Steel Partners, Handy
& Harman and all of our combined stakeholders,” said Warren
Lichtenstein, Executive Chairman of Steel Partners. “The
transaction is a major step in accomplishing our objective of
streamlining our corporate structure and fostering cost effective
management.”
“The transaction allows us to continue to focus on serving our
customers and growing our business, and at the same time eliminates
the added expense and management time associated with being a
separate publicly traded company,” added Bill Fejes, President and
Chief Executive Officer of Handy & Harman Group Ltd.
Steel Partners expects to complete the acquisition of the
remaining shares of Handy & Harman later today through a merger
without a vote or meeting of Handy & Harman’s stockholders,
pursuant to Section 251(h) of the General Corporation Law of
the State of Delaware. Each remaining share of Handy & Harman
common stock subject to, but not purchased in, the offer will be
converted into the right to receive the same 1.484 6.0% Series A
preferred units of Steel Partners that will be paid in the offer.
Upon completion of the merger, Handy & Harman will become an
indirect wholly owned subsidiary of Steel Partners. Handy &
Harman’s common stock will no longer be listed on the Nasdaq
Capital Market.
The preferred units to be issued to Handy & Harman
stockholders in the offer and the merger are identical in all
respects to the 6.0% Series A preferred units of Steel Partners
(CUSIP 85814R 206) that are currently listed on the New York Stock
Exchange (the “NYSE”) under the ticker symbol “SPLPPRA,” except
that the newly issued preferred units will trade under the
temporary CUSIP 85814R 305 and the temporary ticker symbol
“SPLPPRT” through December 31, 2017. The sole purpose of this
interim measure, coordinated with the NYSE, is to enable Steel
Partners to distinguish between the existing preferred units, which
are entitled to the full quarterly distribution payment on December
15, 2017, and the newly issued preferred units, whose holders will
be entitled to receive a pro rata distribution from the date of
issuance, as well as to facilitate 2017 tax reporting. Immediately
after December 31, 2017, the preferred units issued in the offer
and the merger will be assimilated under CUSIP 85814R 206 and trade
under the ticker symbol “SPLPPRA.” The NYSE has advised that the
newly issued preferred units are expected to begin trading on
October 16, 2017.
American Stock Transfer & Trust Company, LLC is acting
as depositary for the offer.
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 Ltd.
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 transaction
between Steel Partners and Handy & Harman, future financial and
operating results, benefits of the 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
ability of Steel Partners to successfully integrate Handy &
Harman’s business and the risk that the expected benefits of the
transaction may not be realized or maintained.
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 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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version on businesswire.com: http://www.businesswire.com/news/home/20171012005344/en/
PondelWilkinson Inc.Roger S. Pondel,
310-279-5965rpondel@pondel.com
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