Steel Partners II Begins Cash Tender Offer for Bairnco Corporation for $12.00 Per Share
June 22 2006 - 9:30AM
PR Newswire (US)
NEW YORK, June 22 /PRNewswire-FirstCall/ -- Steel Partners II, L.P.
("Steel"), which owns an aggregate of 1,110,200 shares or
approximately 15.5% of the common stock of Bairnco Corporation
(NYSE:BZ) ("Bairnco") announced today that BZ Acquisition Corp., a
wholly-owned subsidiary of Steel, has commenced a cash tender offer
to purchase all of the outstanding shares of Bairnco for $12.00 per
share. The offer is currently scheduled to expire at 12:00
Midnight, New York City time, on Thursday, July 20, 2006, unless
the offer is extended. The offer is conditioned upon, among other
things, (i) there being validly tendered and not withdrawn before
the expiration of the offer a number of shares, which, together
with the shares then owned by Steel and its subsidiaries (including
BZ Acquisition Corp.), represents at least a majority of the total
number of shares outstanding on a fully diluted basis, (ii)
expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii)
Steel being satisfied that Section 203 of the Delaware General
Corporation Law is inapplicable to the offer and the potential
merger with Bairnco thereafter. The offer is not subject to or
conditioned upon any financing arrangements. MacKenzie Partners,
Inc. is the Information Agent for the 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. 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
BAIRNCO'S COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT STEEL WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS SHOULD READ THESE
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS WILL
BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH
RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM STEEL BY CONTACTING MACKENZIE PARTNERS, INC.
TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA
EMAIL AT . Any forward-looking statements contained in this release
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are inherently subject to a variety of risks and
uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, among
others: the willingness of Bairnco stockholders to tender their
shares in the tender offer and the number and timing of shares
tendered; the receipt of third party consents to the extent
required for the acquisition; and satisfaction of the various
closing conditions. Other important factors that could cause actual
results to differ materially are included but are not limited to
those listed in Bairnco's periodic reports and registration
statements filed with the Securities and Exchange Commission. Steel
undertakes no obligation to update information contained in this
release. DATASOURCE: Steel Partners II, L.P. CONTACT: Jason Booth
of Sitrick And Company, +1-310-788-2850, for Steel Partners II,
L.P.
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