Bairnco Notified of Unsolicited Offer
June 16 2006 - 10:25AM
PR Newswire (US)
LAKE MARY, Fla., June 16 /PRNewswire-FirstCall/ -- Bairnco
Corporation (NYSE:BZ) announced today that Steel Partners II, L.P.,
a New York-based hedge fund, has announced its intention to make an
unsolicited tender offer to acquire all of the outstanding Bairnco
common stock that it does not already own. Bairnco cautioned its
stockholders against taking premature action in response to the
Steel Partners announcement. Steel Partners has not yet commenced
any tender offer and Bairnco's Board of Directors has not made any
decisions as to how it will respond. Consistent with its fiduciary
duties, the Bairnco board will carefully review and evaluate the
terms and conditions of any Steel Partners tender offer and will
make a recommendation to Bairnco stockholders with respect to any
tender offer in a timely manner thereafter. "Safe Harbor" Statement
under the Private Securities Litigation Reform Act of 1995
Statements in this press release referring to the expected future
plans and performance of the Corporation are forward-looking
statements. Actual future results may differ materially from such
statements. Factors that could affect future performance include,
but are not limited to, changes in U.S. or international economic
or political conditions, such as inflation or fluctuations in
interest or foreign exchange rates; changes in the market for raw
or packaging materials which could impact the Corporation's
manufacturing costs; changes in the product mix; changes in the
pricing of the products of the Corporation or its competitors; the
impact on production output and costs from the availability of
energy sources and related pricing; the market demand and
acceptance of the Corporation's existing and new products; the
impact of competitive products; the loss of a significant customer
or supplier; production delays or inefficiencies; the ability to
achieve anticipated revenue growth, synergies and other cost
savings in connection with acquisitions and plant consolidations;
the costs and other effects of legal and administrative cases and
proceedings, settlements and investigations; the costs and other
effects of complying with environmental regulatory requirements;
disruptions in operations due to labor disputes; and losses due to
natural disasters where the Corporation is self-insured. While the
Corporation periodically reassesses material trends and
uncertainties affecting the Corporation's results of operations and
financial condition in connection with its preparation of its press
releases, the Corporation does not intend to review or revise any
particular forward-looking statement referenced herein in light of
future events. Bairnco Corporation is a diversified 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 vinyl film systems, custom-engineered laminates
and special silicone 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 Canada and France. Bairnco advises its
stockholders to read carefully Bairnco's
solicitation/recommendation statement, which will be made available
if the Steel Partners tender offer is commenced, because it will
contain important information. Copies of the
solicitation/recommendation statement will be available without
charge on the SEC's web site at http://www.sec.gov/ or at Bairnco's
web site at http://www.bairnco.com/ . DATASOURCE: Bairnco
Corporation CONTACT: Kenneth L. Bayne, Vice President Finance, ext.
227, or Larry C. Maingot, Controller, ext. 230, both of Bairnco
Corporation, +1-407-875-2222 Web site: http://www.bairnco.com/
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