Handy & Harman Ltd. Extends Tender Offer for Shares of JPS Industries, Inc. Until May 29, 2015, Due to Continuing Discussions with the Company
By Business Wire News
By Business Wire News
WHITE PLAINS, N.Y.
Handy & Harman Ltd. (NASDAQ:HNH) (“HNH”), a diversified global industrial company, announced today, that its wholly owned subsidiary, Handy & Harman Group Ltd. (“HNH Group”), through one of HNH Group’s subsidiaries, HNH Group Acquisition LLC (the “Purchaser”), has extended the expiration of its previously announced tender offer to purchase common stock of JPS Industries, Inc. (Pink Sheets:JPST) (the “Company” or “JPS”), to 5:00 p.m., New York City Time, on May 29, 2015, unless further extended. Under the tender offer, the Purchaser has offered to purchase up to 10,028,724 shares, or approximately 96.5% of the outstanding shares, of common stock of JPS, at a price of $10.00 per share in cash to all stockholders other than SPH Group Holdings LLC (“SPHG Holdings”), a subsidiary of Steel Partners Holdings L.P. (NYSE:SPLP) (“SPH”), the parent company of HNH, and with respect to the shares owned by SPHG Holdings, in exchange for common stock of HNH. The tender offer had been originally scheduled to expire at 5:00 p.m., New York City Time, on February 26, 2015 and was extended by HNH on February 23, 2015 to 5:00 p.m., New York City Time, on March 9, 2015, was further extended by HNH on March 4, 2015 to 5:00 p.m., New York City Time, on March 23, 2015, was further extended by HNH on March 19, 2015 to 5:00 p.m., New York City Time, on April 3, 2015, was further extended by HNH on April 1, 2015 to 5:00 p.m., New York City Time, on April 17, 2015, was further extended by HNH on April 14, 2015 to 5:00 p.m., New York City Time, on May 1, 2015, and was further extended by HNH on April 29, 2015 to 5:00 p.m., New York City Time, on May 15, 2015. This latest extension to the tender offer is due to HNH continuing its previously announced discussions with the Company regarding a potential negotiated transaction. There is no assurance that HNH and the Company will enter into a definitive agreement.
The depositary for the tender offer has advised that, as of the close of business on May 12, 2015, a total of approximately 218,771 shares, or approximately 2.1814% of the outstanding shares, of JPS’ common stock, had been validly tendered into, and not properly withdrawn from, the tender offer.
MacKenzie Partners, Inc. is the Information Agent for this fully-financed tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to MacKenzie Partners, Inc. by telephone at (800) 322-2885 or email at firstname.lastname@example.org.
Notice to Investors
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE OFFER TO BUY THE COMPANY’S COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT THE PURCHASER HAS MAILED TO REGISTERED HOLDERS OF THE COMPANY’S COMMON STOCK. SHAREHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. SHAREHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE BY CONTACTING MACKENZIE PARTNERS, INC. BY TELEPHONE AT (800) 322-2885 OR EMAIL AT TENDEROFFER@MACKENZIEPARTNERS.COM.
This release contains forward-looking statements relating to HNH’s (through an indirect subsidiary) tender offer for shares of common stock of the Company and HNH’s expectations with regard to the proposed transaction. These forward-looking statements are based on HNH’s current intent, expectations, estimates and projections and are not guarantees of future performance. These statements involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. In addition, some factors are beyond HNH’s control. Factors that could cause actual results to differ materially from the statements made in this release include, among others, the willingness of the Company’s shareholders to tender their shares in the offer, the number and timing of shares tendered and the satisfaction or waiver by HNH to the extent legally permissible of all conditions to the offer. HNH undertakes no obligation to update information contained in this release.
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 four businesses: Joining Materials, Tubing, Building Materials and Kasco.
The Company sells its products and services through direct sales forces, distributors, and manufacturer’s representatives. HNH serves a diverse customer base, including the construction, electrical, transportation, utility, medical, oil and gas exploration and food industries.
The Company’s business strategy is to enhance the growth and profitability of the HNH business units and to build upon their strengths through internal growth 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.
The Company 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
Handy & Harman Ltd.
James F. McCabe, Jr., 212-520-2300
Senior Vice President and Chief Financial Officer