NEW YORK--(BUSINESS WIRE)--Oct. 12, 2017--
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validly tendered and not validly withdrawn, representing approximately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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171012005344/en/
Source: Steel Partners Holdings L.P.
PondelWilkinson Inc.
Roger S. Pondel, 310-279-5965
rpondel@pondel.com
