WHITE PLAINS, N.Y.--(BUSINESS WIRE)--May 26, 2016--
Handy & Harman Ltd. (NASDAQ:HNH) (“HNH”), a diversified global
industrial company, announced today that it has extended its tender
offer, through a wholly owned subsidiary, to purchase all of the
outstanding shares of SL Industries, Inc. (NYSE MKT: SLI) (“SLI”), a
leading manufacturer of high-performance power solutions, for $40.00 per
share in cash. All terms and conditions of the tender offer, other than
the expiration date, remain the same.
Unless extended further, the tender offer will now expire at 5:00 p.m.,
New York City time, on May 31, 2016 (the “Expiration Date”). The tender
offer was previously scheduled to expire at 12:00 midnight, New York
City time, on May 25, 2016. The tender offer was extended in accordance
with the terms of the merger agreement between HNH and SLI and
applicable SEC guidance relating to amendments to the tender offer
materials filed with the SEC in connection with the conclusion of the
SEC’s ordinary course review process. The extension of the tender offer
will also permit the acceptance of late tenders.
As of 12:00 midnight, New York City time, on May 25, 2016, approximately
2,786,108 shares had been validly tendered and not withdrawn,
representing approximately 70.2% of SLI’s outstanding shares of common
stock and approximately 60.5% of SLI’s outstanding shares not owned by
HNH or any of its affiliates. Consummation of the tender offer is
subject to certain conditions, including the tender of a number of
shares that constitutes at least (1) a majority of SLI’s outstanding
shares and (2) 60% of SLI’s outstanding shares not owned by HNH or any
of its affiliates, as well as other customary conditions. Given the
number of shares validly tendered to date and provided that the other
offer conditions remain satisfied, HNH anticipates completing the tender
offer on the scheduled Expiration Date.
As promptly as practicable following the completion of the tender offer,
HNH will acquire all remaining SLI shares through a merger of one of its
wholly owned subsidiaries into SLI at the tender offer price.
On April 21, 2016, HNH filed with the SEC a Tender Offer Statement on
Schedule TO that sets forth in detail the terms of the tender offer.
Additionally, SLI has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 that includes the unanimous recommendation
of SLI’s special committee of independent directors, and the board of
directors, that SLI stockholders accept the tender offer and tender
their SLI shares.
The information agent for the tender offer is MacKenzie Partners, Inc.
SLI stockholders who need additional copies of the Offer to Purchase,
Letter of Transmittal or related materials or who have questions
regarding the tender offer should contact MacKenzie Partners, Inc. toll
free at (800) 322-2885.
American Stock Transfer & Trust Company, LLC is acting as depositary for
the tender offer.
This press release is for informational purposes only and it is neither
an offer to purchase nor a solicitation of an offer to sell shares of
SLI’s common stock. HNH has filed a Tender Offer Statement on Schedule
TO, containing an Offer to Purchase, a form of Letter of Transmittal and
other related tender offer documents with the SEC, and SLI has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule
13E-3 Transaction Statement relating to such tender offer with the SEC. SLI’s
stockholders are strongly advised to read these tender offer materials
carefully and in their entirety, as they may be amended from time to
time, because they contain important information about such tender offer
that SLI’s stockholders should consider prior to making any decisions
with respect to such tender offer. SLI’s stockholders may obtain
a free copy of these documents at the website maintained by the SEC at www.sec.gov
or by directing a request to the Information Agent at (800) 322-2885.
Statements in this press release regarding the proposed transaction
between HNH and SLI, the expected timetable for completing the
transaction, future financial and operating results, benefits of the
transaction, future opportunities for HNH’s and SLI’s businesses and any
other statements by management of HNH and SLI 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 transaction; the possibility that the
transaction will not be completed, or if completed, not completed on a
timely basis; the ability of HNH to successfully integrate SLI’s
business; and the risk that the expected benefits of the transaction may
not be realized or maintained.
Neither HNH nor SLI can give any assurance that any of the
transactions contemplated by the merger agreement will be completed or
that the conditions to the tender offer will be satisfied. A further
list and description of additional business risks, uncertainties and
other factors can be found in HNH’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2015, SLI’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2015, as well as other filings by
HNH and SLI 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 HNH’s or SLI’s ability to control or predict. Neither HNH nor
SLI undertakes to update any forward-looking statements as a result of
new information or future events or developments.
About Handy & Harman Ltd.
Handy & Harman Ltd. 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, HNH focuses
on high margin products and innovative technology and serves customers
across a wide range of end markets. HNH’s diverse product offerings are
marketed throughout the United States and internationally.
HNH’s companies are organized into five businesses: Joining Materials,
Tubing, Building Materials, Performance Materials, and Kasco.
HNH sells its products and services through direct sales forces,
distributors, and manufacturer's representatives. HNH serves a diverse
customer base, including the construction, electrical, electronics,
transportation, utility, medical, oil and gas exploration, aerospace and
defense, and food industries.
HNH’s business strategy is to enhance the growth and profitability of
the HNH business units and to build upon their strengths through
internal growth, the Steel Business System, and strategic acquisitions.
Management expects HNH to continue to focus on high margin products and
innovative technology. Management has evaluated and will continue to
evaluate, from time to time, potential strategic and opportunistic
acquisition opportunities, as well as the potential sale of certain
businesses and assets.
HNH is based in White Plains, N.Y., and its common stock is listed on
the NASDAQ Capital Market under the symbol HNH. Website: www.handyharman.com
About SL Industries
SL Industries, Inc. designs, manufactures and markets power electronics,
motion control, power protection, power quality electromagnetic
equipment, and custom gears and gearboxes that are used in a variety of
medical, commercial and military aerospace, computer, datacom,
industrial, architectural and entertainment lighting, and telecom
applications. For more information about SL Industries, Inc. and its
products, please visit its web site at www.slindustries.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160526005424/en/
Source: Handy & Harman Ltd.
Handy & Harman Ltd.
Douglas Woodworth, 212-520-2300
Vice President and Chief Financial Officer
Louis J. Belardi, 856-727-1500 x 5525