Steel Partners Holdings L.P. Makes Proposal to Acquire Remaining Shares It Does Not Own of Handy & Harman Ltd.
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
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.
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
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
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
About Steel Partners Holdings L.P.
Roger S. Pondel, 310-279-5965