MT. LAUREL, N.J. -- (Business Wire)
SL Industries, Inc. (NYSE MKT: SLI) (the "Company") announced
that Handy & Harman Ltd., a publicly traded NASDAQ company, has
delivered a revised non-binding proposal to acquire all outstanding
shares of common stock of the Company. Under the terms of the revised
proposal, Handy & Harman has proposed to pay $35.50 per share in an all
cash transaction. Handy & Harman is an affiliate of Steel Partners
Holdings L.P., which beneficially owns 25.1% of the Company’s
outstanding common stock.
Handy & Harman’s initial proposal, received by the independent directors
of the Company’s Board of Directors in June 2015, included a per share
price of $43.00 to $45.00. The initial proposal contemplated that
Company stockholders other than Steel Partners Holdings would be able to
elect to receive cash or Handy & Harman stock (with Steel electing to
receive all stock), subject to proration so that the aggregate
consideration consisted of 55% cash and 45% Handy & Harman stock.
The Special Committee of the Company’s Board of Directors, which was
authorized, among other things, to evaluate the initial Handy & Harman
proposal, will review and consider the revised proposal carefully in due
course, consistent with its fiduciary duties to act in the best interest
of stockholders. The Special Committee’s independent financial adviser
is Houlihan Lokey Capital, Inc. and its legal counsel is Gardere Wynne
Sewell LLP.
The Company cautions its stockholders and others considering trading in
its securities that the Handy & Harman proposal was just received and no
decisions have been made by the Special Committee with respect to a
response. There can be no assurance that any agreement will be executed
or that any transaction will be consummated.
The Company presently does not intend to comment further regarding the
revised Handy & Harman proposal or any other potential transaction,
unless and until a specific transaction is approved by the Special
Committee.
About SL Industries
SL Industries, Inc., designs, manufactures and markets power
electronics, motion control, power protection, and power quality
electromagnetic equipment that is used in a variety of medical,
commercial and military aerospace, solar, computer, datacom, industrial,
LED lighting and audio visual systems, and telecom applications. For
more information about SL Industries, Inc. and its products, please
visit the Company's web site at www.slindustries.com.
Forward-Looking Statements
This press release contains certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that
reflect the Company’s current expectations and projections about its
future results, performance, prospects, and opportunities. The Company
has tried to identify these forward-looking statements by using words
such as "may," "should," "expect," "hope," "anticipate," "believe,"
"intend," "plan," "estimate," and similar expressions. These
forward-looking statements are based on information currently available
to the Company and are subject to a number of risks, uncertainties, and
other factors that could cause its actual results, performance,
prospects, or opportunities in 2016 and beyond to differ materially from
those expressed in, or implied by, these forward-looking statements.
These factors include, without limitation: the effectiveness of the cost
reduction initiatives undertaken by the Company, changes in demand for
the Company's products, product mix, the timing of customer orders and
deliveries, the impact of competitive products and pricing, constraints
on supplies of critical components, excess or shortage of production
capacity, difficulties encountered in the integration of acquired
businesses and other risks discussed from time to time in the Company's
Securities and Exchange Commission filings and reports. In addition,
such statements could be affected by general industry and market
conditions and growth rates, and general domestic and international
economic conditions. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable and
achievable, such statements involve significant risks and uncertainties,
and no assurance can be given that the actual results will be consistent
with these forward-looking statements. Except as otherwise required by
Federal securities laws, the Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events, changed circumstances, or any
other reason.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160209006068/en/
Contacts:
SL Industries, Inc.
Louis J. Belardi
Chief Financial
Officer
856-727-1500 x 5525
louis.belardi@slindustries.com
Source: SL Industries, Inc.
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