BNS Holding Announces It Has Entered Into A Definitive Share Acquisition Agreement With Steel Excel

LOS GATOS, Calif., May 1, 2012 /PRNewswire/ -- BNS Holding, Inc. (Other OTC:BNSSA.PK) (BNS) announced today that it has executed a definitive Share Acquisition Agreement with Steel Excel (Other OTC:SXCL.PK) (Steel Excel) whereby BNS will sell its operating subsidiary, Sun Well Services, Inc. ("Sun Well") to Steel Excel.  Sun Well is a provider of premium well services to oil and gas exploration and production companies operating in the Williston Basin in North Dakota and Montana.

Pursuant to the definitive Share Acquisition Agreement, Steel Excel will acquire from BNS all of the capital stock of SWH, Inc., the parent company of Sun Well, for an acquisition price of $85 million less net debt (debt outstanding minus cash), subject to certain adjustments.  The acquisition price will be paid through a combination of up to 2,200,000 shares of common stock of Steel Excel, valued at $30 per share, and cash.  Affiliates of Steel Partners Holdings LP (the "Steel Parties") currently own approximately 40% of Steel Excel, and approximately 85% of BNS.

As a result of the acquisition, the Steel Parties will beneficially own slightly over 50% of the outstanding common stock of Steel Excel.  Pursuant to the Share Acquisition Agreement, the Steel Parties are entitled to purchase up to 200,000 Steel Excel shares in the open market prior to the completion of the acquisition, or exercise an option on or immediately prior to the closing date to purchase from Steel Excel newly issued shares of common stock at a purchase price of $30 per share, provided that such purchases would not cause a "change of ownership" of Steel Excel under Section 382 of the U.S. Internal Revenue Code.

The parties intend that the transaction will qualify as a "reorganization" within the meaning of Section 368(a) of the U.S. Internal Revenue Code.  Consequently, following the completion of the Steel Excel's acquisition of SWH, Inc., BNS intends to liquidate and distribute its assets pro rata to its stockholders.  The Share Acquisition Agreement provides that BNS, after payment or making reserve for all of its claims and obligations, will distribute cash to its stockholders other than the Steel Parties (the unaffiliated stockholders), and the Steel Parties would receive the Steel Excel shares issued in the transaction and any remaining cash. 

BNS appointed a special committee of its independent director to consider the transaction on behalf of its unaffiliated stockholders, and the special committee retained Cassel Salpeter & Co., LLC as its financial advisor.  The agreement is subject to certain closing conditions including BNS stockholder approval.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

SOURCE BNS Holding, Inc.