NEW YORK--(BUSINESS WIRE)--Sep. 13, 2017--
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170913005245/en/
Source: Steel Partners Holdings L.P.
PondelWilkinson Inc.
Roger S. Pondel, 310-279-5965
rpondel@pondel.com
