Handy & Harman to Commence Tender Offer for SL Industries Common
Stock at $40.00 Per Share
WHITE PLAINS, N.Y.--(BUSINESS WIRE)--Apr. 7, 2016--
Handy & Harman Ltd. (NASDAQ:HNH) ("HNH"), a diversified global
industrial company, and SL Industries, Inc. (NYSE MKT:SLI) (the
"Company" or "SLI"), a leading manufacturer of high-performance power
solutions, announced today that they have entered into a definitive
merger agreement pursuant to which HNH will acquire SLI.
Under the terms of the merger agreement, which has been unanimously
approved by a special committee of the Board of Directors of SLI
consisting of independent directors (the "Special Committee"), as well
as the Boards of Directors of each of HNH and SLI, HNH, through a wholly
owned subsidiary, will commence a tender offer to purchase up to all of
the outstanding shares of SLI common stock at a purchase price of $40.00
per share in cash. The offer price represents a premium of 18.7% over
the closing price of the SLI common stock on April 6, 2016, the last
trading day prior to today's announcement, and a premium of 38.2% over
the closing price on February 8, 2016, the last full trading day prior
to the announcement of HNH's proposal to acquire SLI in an all-cash
Consummation of the 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. The transaction is not subject to any financing
contingencies. DGT Holdings Corp., an affiliate of HNH which owns
approximately 25.1% of the outstanding shares of SLI common stock, has
agreed to tender those shares in the offer.
Warren Lichtenstein, Chairman of HNH, said, "We believe this transaction
exemplifies our strategy of profitably growing and building upon our
core business units both internally and through strategic acquisitions.
Affiliates of HNH first purchased shares in SLI almost 25 years ago when
the stock was selling for around $3.50 per share. SLI is a company we
know well and we expect it will be a great addition to the HNH / Steel
family of businesses."
William T. Fejes, Jr, President & CEO of SLI, stated, "Over the past
several years, the SLI employees have done a fantastic job servicing our
customers and improving financial results thereby significantly
increasing shareholder value. We look forward to this new chapter in
SLI's history and continuing to contribute strong value to our customers
and to our new shareholders."
Olshan Frome Wolosky LLP served as legal counsel to HNH. Houlihan Lokey
Capital Inc. acted as financial advisor to the Special Committee, and
Gardere Wynne Sewell LLP served as legal counsel to the Special
The tender 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 nor a solicitation of an offer to sell shares of
SLI's common stock. At the time the tender offer is commenced, HNH will
file 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 United States Securities and Exchange Commission (the
"SEC"), and SLI will file 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 when they become available, as they may be amended from time to
time, because they will contain important information about such tender
offer that SLI's stockholders should consider prior to making any
decisions with respect to such tender offer. Once filed, SLI's
stockholders will be able to obtain a free copy of these documents at
the website maintained by the SEC at www.sec.gov.
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 the Company's web site at www.slindustries.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160407005305/en/
Source: Handy & Harman Ltd. and SL Industries, Inc.
Handy & Harman Ltd.
James F. McCabe, Jr., 212-520-2300
Vice President and Chief Financial Officer
Louis J. Belardi, 856-727-1500 x 5525