Bairnco Adopts Rights Plan and Announces Retention of Advisers
June 22 2006 - 5:22PM
PR Newswire (US)
LAKE MARY, Fla., June 22 /PRNewswire-FirstCall/ -- Bairnco
Corporation (NYSE:BZ) announced today that its Board of Directors
has adopted a Rights Plan. In addition, Bairnco announced today
that it has retained Lazard Freres & Co. LLC to act as its
financial adviser and Debevoise & Plimpton LLP to act as its
legal counsel in connection with Steel Partners II, L.P.'s
unsolicited tender offer to acquire all of the outstanding Bairnco
common stock that it does not already own at $12.00 per share. In
connection with the adoption of the Rights Plan, the Board of
Directors of Bairnco has declared a dividend of one Right for each
outstanding share of common stock, $0.01 par value per share, of
Bairnco. Under the Rights Plan, Bairnco's shareholders will receive
the right to purchase one one-hundredth (1/100th) of a share of
Series A Junior Participating Preferred Stock, $0.01 par value per
share, of Bairnco, at an exercise price of $40.00, for each share
of Bairnco common stock held at the close of business on June 23,
2006. Unless the Board of Directors sets a later date, the Rights
will become exercisable upon the earlier of (1) the tenth day
following the public announcement or notice to the Bairnco that a
person or group acquired, or obtained the right to acquire, 20% or
more of Bairnco's outstanding common stock or (2) the tenth
business day after any person or group commences or announces a
tender offer or exchange offer which, if successful, would cause
the person or group to own 20% or more of Bairnco's outstanding
common stock, or, if a tender offer is commenced or announced prior
to the date of the Rights Agreement, the tenth business day after
the date of the Rights Agreement. Consequently, because Steel
Partners commenced an unsolicited tender offer prior to the date of
the Rights Agreement, unless the Board of Directors sets a later
date, the Rights will become exercisable on July 6, 2006. Should
any person or group acquire 20% or more of Bairnco's outstanding
common stock, all Rights not held by the 20% stockholder become
rights to purchase Bairnco common stock for one-half of the market
price of such common stock. After a person or group crosses the 20%
threshold and before such person or group owns 50% or more of
Bairnco's outstanding common stock, the Board of Directors, instead
of allowing the Rights to become exercisable, may issue one share
of common stock or one one-hundredth (1/100) of a share of
preferred stock in exchange for each Right (other than those held
by the acquiring person or group). In the event of a merger or sale
of 50% or more of the assets of Bairnco, the Rights Plan requires
that provision be made for the Rights to become rights to purchase
shares of the acquiring company for one-half of the market price of
such shares. The Rights, which have a ten-year term, may be
redeemed for $0.01 per Right by the Board of Directors at any time
prior to the time any person or group acquire 20% or more of
Bairnco's outstanding common stock. Bairnco continues to caution
its shareholders against taking premature action in response to
Steel Partners' unsolicited tender offer. Bairnco's Board of
Directors has not made any decisions as to how it will respond.
Consistent with its fiduciary duties, Bairnco's Board or Directors
will carefully review and evaluate the terms and conditions of the
Steel Partners tender offer and will make a recommendation to
Bairnco's shareholders with respect to the tender offer in a timely
manner thereafter. Bairnco advises its shareholders to read
carefully Bairnco's solicitation/recommendation statement 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/ . "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. 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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