Apr 13 2007
Steel Partners II, L.P., which has commenced a cash tender offer to purchase all of the outstanding shares of Bairnco Corporation for $13.50 per share, announced today that, as permitted by its merger agreement with Bairnco, Steel Partners II has transferred its entire interest in the acquisition subsidiary for the tender offer, BZ Acquisition Corp. ("BZ Acquisition"), to WHX Corporation ("WHX") for nominal consideration.
As previously announced, the transfer of BZ Acquisition from Steel Partners II to WHX did not and will not change any of the conditions to the offer or add a financing or any other condition to the offer. Subject to the satisfaction of the conditions to the offer, BZ Acquisition will consummate the offer as a wholly owned subsidiary of WHX. The tender offer is currently scheduled to expire at 5:00 p.m., New York City time, on Friday, April 13, 2007. As of the close of business on April 11, 2007, a total of 4,764,902 shares had been tendered in and not withdrawn from the offer, which, together with the shares owned by Steel Partners II and its affiliates, represents approximately 80% of the total shares outstanding of Bairnco.
Steel Partners II has agreed to provide the financing to WHX and BZ Acquisition required to consummate the offer and to pay related fees and expenses. This financing consists of up to a $90 million bridge loan from Steel Partners II to BZ Acquisition, which will be guaranteed by WHX on an unsecured basis and by certain of Bairnco's subsidiaries, and a $15 million loan from Steel Partners II to WHX, which will be unsecured at the WHX level and guaranteed by Bairnco and certain of its subsidiaries.
Obligations under these loans will be secured by junior liens on the assets of Bairnco and certain of its subsidiaries and capital stock of certain of Bairnco's subsidiaries. Bairnco's and its subsidiaries' obligations under these loans, and the related security interests, will be subordinated to the indebtedness and related security interests under Bairnco's existing senior credit facility.