Handy & Harman (HNH) Raised Tender Offer to $26/Share

August 19, 2014 9:03 AM EDT

Handy & Harman (Nasdaq: HNH) announced that it has amended its previously announced tender offer to increase the price at which it will purchase shares of its common stock, par value $0.01 per share ("Common Stock"), to a purchase price of $26.00 per share. The maximum aggregate size of the tender offer remains unchanged at $60 million in value of Common Stock. However, the maximum number of shares the Company could purchase if the tender offer is fully subscribed has decreased to 2,307,692 shares from 2,500,000 shares. The tender offer remains scheduled to expire at 5:00 P.M., Eastern Time, on September 5, 2014, or such later date to which the Company may extend the tender offer. The Company's Common Stock closed on the Nasdaq Capital Market at $24.78 per share on August 18, 2014, the last full trading day prior to the Company's announcement of its intention to increase the purchase price for the shares of common stock in the tender offer. The shares closed at $22.56 per share at the close on August 6, 2014, immediately prior to the announcement of the Company's intention to commence the tender offer.

As previously announced, the tender offer will not be conditioned upon any minimum number of shares being tendered and is not conditioned upon financing. The tender offer is, however, subject to the satisfaction of certain conditions as outlined in the original Offer to Purchase. The tender offer was originally made pursuant to the Offer to Purchase, dated August 7, 2014, which was previously filed with the Securities and Exchange Commission ("SEC") and forwarded to stockholders. A Supplement to the Offer to Purchase and amended letters of transmittal and related materials containing a complete explanation of the amended terms and conditions of the tender offer and revised instructions for tendering shares of Common Stock will be promptly filed with the SEC and forwarded to shareholders of record.

HNH's directors, executive officers and affiliates have advised the Company that they do not intend to tender any of their shares of common stock in the tender offer. DGT Holdings Corp., which is 82.7% owned by Steel Partners Holdings L.P. ("SPH"), which itself owns 56.1% of the Company, intends to tender into the tender offer its 97,550 shares of the Company's common stock. No other affiliates of the Company or SPH intend to tender any of their shares of HNH in the tender offer.

The Company has retained Computershare Trust Company, N.A. ("Computershare") to serve as the depositary for the tender offer and MacKenzie Partners, Inc. ("MacKenzie") to serve as the Information Agent.



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