NEW YORK--(BUSINESS WIRE)--Jun. 26, 2017--
Steel Partners Holdings L.P. (NYSE: SPLP), a diversified global
holding company, and Handy & Harman Ltd. (NASDAQ: HNH), a diversified
global industrial company, today announced they have signed a definitive
merger agreement under which Steel Partners will acquire the remaining
shares of Handy & Harman it does not currently own.
Steel Partners currently owns approximately 70% of Handy & Harman’s
outstanding shares. Under the agreement, Steel Partners, together with a
wholly owned subsidiary of Steel Partners, will commence an exchange
offer to acquire all the outstanding shares of Handy & Harman’s common
stock (not owned by Steel Partners or any of its affiliated entities)
for 1.484 Series A preferred units of Steel Partners for each Handy &
Harman share tendered. Receipt of the preferred units, based on their
liquidation preference of $25.00 per unit, will thus provide Handy &
Harman stockholders with $37.10 of value for each share of Handy &
Harman common stock tendered in the offer. The preferred units, which
currently trade on the New York Stock Exchange under the ticker symbol
“SPLPPRA,” (1) bear a cumulative distribution at a rate of 6.0% per
annum, (2) mature in February 2026 and (3) will provide Handy & Harman’s
stockholders with either cash or Steel Partners common units upon
maturity or earlier redemption at the option of Steel Partners. In
addition, Steel Partners will offer to repurchase or redeem, for cash on
a pro rata basis, 20% of its preferred units by February 2020.
“The transaction represents an important milestone in the growth and
development of Steel Partners,” said Warren Lichtenstein, Executive
Chairman. “It is consistent with the implementation of our business
simplification plan and exemplifies our strategy of cost-effectively
streamlining our corporate structure.”
Bill Fejes, President and Chief Executive Officer of Handy & Harman
Group Ltd., said, “The agreement provides significant value to the
stockholders of Handy & Harman. It will allow our operating team to
focus expressly on customers and growing our business, while essentially
eliminating the added expense of Handy & Harman being a separate
publicly traded company.”
The definitive agreement was unanimously approved by a special committee
of the Board of Directors of Handy & Harman, consisting solely of
independent directors, as well as the Boards of Directors of each of
Handy & Harman and the general partner of Steel Partners.
Upon completion of the transaction, which is expected in the second half
of 2017, Handy & Harman will no longer be publicly traded.
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 (1) a majority of Handy & Harman’s
outstanding shares and (2) a majority of Handy & Harman’s outstanding
shares not owned by Steel Partners or any of its affiliates, as well as
other customary conditions.
Steel Partners’ advisors included legal advisors Olshan Frome Wolosky
LLP, Pepper Hamilton LLP as tax counsel, and Corporate Fuel Securities,
LLC as financial advisor. Duff & Phelps LLC acted as financial advisor
to the Handy & Harman special committee, and Graubard Miller served as
legal counsel to the special committee.
Important Information
The exchange offer described in this press release has not yet
commenced. 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. At the
time the exchange offer is commenced, Steel Partners will file a tender
offer statement on Schedule TO and a Registration Statement on Form S-4,
containing a prospectus/offer to exchange, a form of letter of
transmittal and other related exchange offer documents, with the United
States Securities and Exchange Commission (the “SEC”). In addition,
Handy & Harman will 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. 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.
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170626006157/en/
Source: Steel Partners Holdings L.P.
PondelWilkinson Inc.
Roger S. Pondel, 310-279-5965
rpondel@pondel.com
