Bairnco Corporation Rejects Revised Offer from Steel Partners.Company Confirms Discussions with Steel Partners Regarding a Possible Transaction Urges Shareholders to Refrain from Tendering Shares or Submitting Consents Until Outcome of Discussions with Steel Partners is Clarified LAKE MARY Lake Mary may refer to:
See: New York Stock Exchange :BZ) today announced that its Board of Directors, after careful consideration, has unanimously recommended that shareholders not tender their shares to Steel Partners II, L.P. ("Steel Partners") and reject Steel Partners' amended tender offer to acquire all of the outstanding shares of Bairnco common stock at $13.35 per share. Bairnco also today confirmed that it is in continuing discussions with Steel Partners relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc a possible acquisition of Bairnco by Steel Partners. The Company stressed that there can be no assurances that these discussions will in fact lead to a definitive agreement or that a transaction of any type will be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. . Bairnco's Board of Directors continues to urge Bairnco stockholders not to tender any shares to Steel Partners, nor sign and return Steel Partners' gold consent card. The Company does not intend to make any further announcement as to the course of its discussions with Steel Partners unless the discussions lead to a definitive agreement or are terminated. In addition to the fact that the Company is in continuing discussions with Steel Partners, the Board's rejection of Steel Partners' amended offer is based, among other things, on its belief that: * The revised offer is inadequate, does not provide Bairnco shareholders with the value they deserve and does not reflect the long-term value inherent in the Company; * The revised offer remains highly conditional, which results in significant uncertainty that it will be consummated; * Bairnco's stock has consistently traded above the revised offer price since Steel Partners' announcement of its revised offer on February 2, 2007; and * Bairnco's recent strategic initiatives have added significant value to the Company since the original offer. The Board's recommendation is contained in Bairnco's amended Solicitation/ Recommendation Statement on Schedule 14D-9 filed today with the Securities and Exchange Commission (available at www.sec.gov) and on Bairnco's website at www.bairnco.com. IMPORTANT INFORMATION Bairnco filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the "Schedule 14D-9") with the Securities and Exchange Commission ("SEC") on July 6, 2006, regarding Steel Partners' unsolicited un·so·lic·it·ed adj. Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions. unsolicited Adjective tender offer for all the outstanding shares of Stock of Bairnco (the "Offer"). Bairnco's stockholders should read the Schedule 14D-9 (including any amendments or supplements thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. ) because these documents contain important information relating to the Offer and the related consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with . On January 12, 2007, Steel Partners filed a definitive consent solicitation statement with the SEC relating to Steel Partners' solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of consents of Bairnco's stockholders to, among other things, remove all of Bairnco's current directors and replace them with Steel Partners' nominees. On January 24, 2007, Bairnco filed a definitive consent revocation The recall of some power or authority that has been granted. Revocation by the act of a party is intentional and voluntary, such as when a person cancels a Power of Attorney that he has given or a will that he has written. statement on Form DEF 14A (as amended from time to time, the "Consent Revocation Statement") with the SEC to counter Bairnco's consent solicitation. Bairnco's stockholders should read the Consent Revocation Statement (including any amendments or supplements thereto) because it contains additional information important to the stockholders' interests in the Offer and the related consent solicitation. The Schedule 14D-9, the Consent Revocation Statement and other public filings made by Bairnco with the SEC are available free of charge at the SEC's website at www.sec.gov. Bairnco will provide a copy of these materials free of charge at its website at www.bairnco.com. ADDITIONAL INFORMATION ABOUT BAIRNCO Bairnco Corporation is a diversified diversified (di·verˑ·s multinational company that operates two distinct businesses - Arlon (Electronic Materials and Coated Materials segments) and Kasco (Replacement Products and Services segment). Arlon's principal products include high technology materials for the printed circuit board industry, cast and calendered cal·en·der n. A machine in which paper or cloth is made smooth and glossy by being pressed through rollers. tr.v. cal·en·dered, cal·en·der·ing, cal·en·ders vinyl film systems, custom-engineered laminates and special silicone rubber Noun 1. silicone rubber - made from silicone elastomers; retains flexibility resilience and tensile strength over a wide temperature range synthetic rubber, rubber - any of various synthetic elastic materials whose properties resemble natural rubber compounds and components. Kasco's principal products include replacement band saw blades for cutting meat, fish, wood and metal, and on site maintenance primarily in the meat and deli departments. Kasco also distributes equipment to the food industry in France. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion