WHITE PLAINS, N.Y.--(BUSINESS WIRE)--Jun. 1, 2016--
Handy & Harman Ltd. (NASDAQ:HNH) (“HNH”), a diversified global
industrial company, announced today that it has successfully completed
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.
The tender offer expired at 5:00 p.m., New York City time, on May 31,
2016. As of the expiration, 3,358,701 shares had been validly tendered
and not validly withdrawn, representing approximately 84.6% of SLI’s
outstanding shares of common stock and approximately 79.3% of SLI’s
outstanding shares of common stock not owned by HNH or any of its
affiliates. The conditions to the tender offer were satisfied, and HNH
has accepted for payment and will promptly pay the depositary for all
validly tendered shares.
HNH expects to complete the acquisition of SLI later today through a
merger without a vote or meeting of SLI’s stockholders, pursuant to
Section 251(h) of the General Corporation Law of the State of Delaware.
Each of the remaining shares of SLI common stock not purchased in the
tender offer will be converted into the right to receive the same $40.00
in cash that will be paid in the tender offer. Upon completion of the
merger, SLI will become an indirect wholly owned subsidiary of HNH.
SLI’s common stock will no longer be listed on the NYSE MKT.
American Stock Transfer & Trust Company, LLC is acting as depositary for
the tender offer.
Statements in this press release regarding future financial and
operating results, benefits of the transaction between HNH and SLI,
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 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.
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 by HNH, 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/20160601005608/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