Bairnco Completes Review of Strategic Alternatives
October 12 2006 - 10:28AM
PR Newswire (US)
Board & Management Committed to Implementation of Long-Term
Strategic Plan LAKE MARY, Fla., Oct. 12 /PRNewswire-FirstCall/ --
Bairnco Corporation (NYSE:BZ) today announced that, following a
comprehensive review of its strategic alternatives, including Steel
Partners' $12.00 tender offer, and with the assistance of its
financial advisors, the Board of Directors has determined that it
is in the best interests of the Company's shareholders that the
Company remain independent and continue to implement its strategic
plan. The Board of Directors and management believe that the
successful execution of the Company's efforts to become low cost
producers in its respective businesses, while continuing to invest
in marketing and development to grow new product and service
revenues, and utilizing its under leveraged balance sheet provides
the best opportunity to enhance shareholder value over the long
term. "Our Board conducted an extensive, thorough review and
concluded that the current strategic alternatives available -
including Steel Partners' tender offer - would not deliver the same
value potential as operating Bairnco as a standalone company," said
Bairnco Chairman and Chief Executive Officer Luke E. Fichthorn III.
"Bairnco's discussions with Steel Partners were impeded by Steel
Partners' refusal to execute a confidentiality agreement that would
have allowed it to examine materials that the Company believes
demonstrate the superiority of our strategic plan over the Steel
Partners offer. Were Steel Partners to enter into such an
agreement, the Company would be willing to enter into discussions.
We participated in discussions with a broad range of other
potential strategic and financial partners. These discussions
served to reinforce our view that our strategic plan provides
superior growth and value creation opportunities for Bairnco and
our stockholders. We are optimistic about our future as an
independent company and will pursue our strategy aggressively."
Bairnco also announced today that, through its wholly-owned
subsidiary Kasco Corporation, it has purchased from Southern Saw
Holdings, Inc., a Georgia corporation, certain assets and assumed
certain liabilities, including trade accounts receivable,
inventory, fixed assets, trade accounts payable and specific
accrued expenses of Southern Saw and its affiliate, Southern Saw
Service, L.P., a Georgia limited partnership (collectively "Atlanta
SharpTech"), for approximately $14.0 million (subject to purchase
price adjustments). Atlanta SharpTech's revenues were approximately
$18.5 million for the fiscal year ended June 2006. The acquisition
was financed with borrowings available under the recently expanded
Bairnco credit agreement. Atlanta SharpTech is a leading
manufacturer of meat bandsaw blades, meat grinder plates and
knives, and other specialty cutting blades for wood, bakery,
medical, paper products, and handsaws. Atlanta SharpTech is also a
provider of repair and maintenance services for equipment in meat
room, seafood, and bakery departments in retail grocery chains
across the US. Atlanta SharpTech distributes cutting products,
butcher supplies, and provides repair services to retail grocery
stores, US military bases, butcher shops, slaughter houses, and
packing houses in the US through its route distribution
organization. Atlanta SharpTech also distributes blade products and
meat grinder plate & knife products domestically and globally
via a distributor salesman organization. The headquarters and
manufacturing operations for Atlanta SharpTech are located in
Atlanta, Georgia, USA. Fichthorn added, "The combination of Atlanta
SharpTech and Kasco will permit us to build on the strengths of
both organizations resulting in a more cost effective overall
organization while providing improved product and services to our
customers. The addition of Atlanta SharpTech is expected to be
accretive to Kasco and Bairnco's earnings in 2007 and beyond."
"Safe Harbor" Statement under the Private Securities 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 US or international economic or
political conditions, such as inflation or fluctuations in interest
or foreign exchange rates; the impact on production output and
costs from the availability of energy sources and related pricing;
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 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. About Bairnco 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 France. DATASOURCE:
Bairnco Corporation CONTACT: Kenneth L. Bayne of Bairnco
Corporation, +1-407-875-2222, ext. 227 Web site:
http://www.bairnco.com/
Copyright
Bairnco (NYSE:BZ)
Historical Stock Chart
From Sep 2024 to Oct 2024
Bairnco (NYSE:BZ)
Historical Stock Chart
From Oct 2023 to Oct 2024