WHITE PLAINS, N.Y., Feb. 5, 2015 /PRNewswire/ -- Handy & Harman Ltd. (Nasdaq: HNH) ("HNH"), a diversified global industrial company, announced today that pursuant to the terms of the Offer to Purchase in connection with the tender offer commenced on January 26, 2015 by HNH's subsidiary with respect to the common stock of JPS Industries, Inc. (Pink Sheets: JPST) (the "Company" or "JPS"), it has determined that the number of newly issued shares of HNH common stock to be exchanged for the 4,021,580 shares of JPS (approximately 38.7% of the outstanding shares) currently owned by HNH's parent company, SPH Group Holdings LLC ("SPHG Holdings"), a subsidiary of Steel Partners Holdings L.P. (NYSE: SPLP) ("SPH"), is equal to 863,946 shares (equal to approximately .2148 HNH shares per JPS share) (the "HNH Exchange Shares"). As discussed in the Offer to Purchase, the number of HNH Exchange Shares has been determined by reference to the ten days' trailing volume weighted average price for HNH common stock for the ten days following the date of the commencement of the tender offer.
HNH previously announced the commencement of the tender offer on January 26, 2015. Under the tender offer, its wholly owned subsidiary, Handy & Harman Group Ltd. ("HNH Group"), through one of HNH Group's wholly owned subsidiaries, HNH Group Acquisition LLC (the "Purchaser"), 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 SPHG Holdings, and with respect to the shares owned by SPHG Holdings, in exchange for common stock of HNH. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on February 26, 2015, unless the offer is extended. The tender offer is fully-financed and is not subject to or conditioned upon any financing arrangements. The full terms, conditions and other details of the tender offer are set forth in the offering documents that HNH Group mailed to JPS stockholders.
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 WILL MAIL 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
James F. McCabe, Jr., Senior Vice President and Chief Financial Officer
SOURCE Handy & Harman Ltd.