Feb 16 2007
Bairnco Corporation today announced that its Board of Directors, after careful consideration, has unanimously recommended that shareholders not tender their shares to Steel Partners II, L.P. (“Steel Partners”) and reject Steel Partners’ amended tender offer to acquire all of the outstanding shares of Bairnco common stock at $13.35 per share.
Bairnco also today confirmed that it is in continuing discussions with Steel Partners relating to a possible acquisition of Bairnco by Steel Partners. The Company stressed that there can be no assurances that these discussions will in fact lead to a definitive agreement or that a transaction of any type will be consummated.
Bairnco’s Board of Directors continues to urge Bairnco stockholders not to tender any shares to Steel Partners, nor sign and return Steel Partners’ gold consent card. The Company does not intend to make any further announcement as to the course of its discussions with Steel Partners unless the discussions lead to a definitive agreement or are terminated.
In addition to the fact that the Company is in continuing discussions with Steel Partners, the Board’s rejection of Steel Partners’ amended offer is based, among other things, on its belief that:
- The revised offer is inadequate, does not provide Bairnco shareholders with the value they deserve and does not reflect the long-term value inherent in the Company;
- The revised offer remains highly conditional, which results in significant uncertainty that it will be consummated;
- Bairnco’s stock has consistently traded above the revised offer price since Steel Partners’ announcement of its revised offer on February 2, 2007; and
- Bairnco’s recent strategic initiatives have added significant value to the Company since the original offer.