Handy & Harman Ltd. Announces Intent to Commence Fully-Financed Cash and Stock Tender Offer for Up to 10,028,724 Shares, or Approximately 96.5% of the Outstanding Shares of JPS Industries, Inc. for $10.00 per Share

NEW YORK, Jan. 22, 2015 /PRNewswire/ -- Handy & Harman Ltd. ("HNH"),  a diversified global industrial company, announced today that one of its wholly owned subsidiaries, Handy & Harman Group Ltd. ("HNH Group"), through one of HNH Group's wholly owned subsidiaries, HNH Group Acquisition LLC (the "Purchaser"), intends to commence a fully-financed tender offer to purchase up to 10,028,724  shares, or approximately 96.5% of the outstanding shares, of common stock of JPS Industries, Inc. (Pink Sheets: JPST) (the "Company" or "JPS"), at a price of $10.00 per share in cash from all stockholders other than SPH Group Holdings LLC ("SPHG Holdings"), an affiliate of HNH, and with respect to the shares owned by SPHG Holdings, in exchange for common stock of HNH, each without interest thereon and less any required withholding taxes. SPHG Holdings currently owns 4,021,580 shares, or approximately 38.7% of the outstanding shares, of the Company and has been a significant stockholder of JPS since 2001.  

HNH's offer of $10.00 per share represents a premium of approximately 44.5% over JPS' closing price of $6.92 on December 29, 2014, the day before HNH publicly announced its willingness to enter into a definitive merger agreement with JPS to acquire all of the outstanding shares of common stock of JPS not already owned by HNH or HNH's parent, Steel Partners Holdings L.P. ("SPH"), for $10.00 per share in cash.

Warren Lichtenstein, Chairman of HNH, commented, "On numerous occasions over the past several years, we have attempted to work with the members of the JPS Board and senior management to acquire JPS at a significant premium to the then current market price. It has now been more than three weeks since HNH publicly announced its willingness to acquire JPS for $10 per share in cash.  Rather than negotiate with HNH, JPS' Special Committee members, Alan B. Howe and Robert J. Capozzi, are instead working as a group with Lloyd Miller, a 15% stockholder of JPS, to take control of JPS without paying for it. Since it is now abundantly clear that JPS' Special Committee has no interest in negotiating a transaction with us, or pursuing a sale to a higher bidder, HNH has determined that it is time to take its proposal directly to its fellow stockholders and allow them to weigh in on the value it is offering for JPS. We hope and expect that JPS' unaffiliated stockholders will view our tender offer as providing a clear path to realizing immediate liquidity and full and fair value for their shares.  In fact, stockholders will have an important opportunity to clear the way for completion of our $10 offer, or any higher bid that may emerge, by voting to elect SPH's slate of director nominees at the upcoming 2015 Annual Meeting.  We look forward to communicating more with JPS stockholders regarding our offer and the all-important 2015 Annual Meeting in the days and weeks to come."

The tender offer will be subject to certain, limited conditions,  including (i) there being validly tendered, and not withdrawn before the expiration of the offer, a number of shares which, together with the shares then owned by SPHG Holdings and its affiliates, represents at least a majority of the total number of shares outstanding on a fully diluted basis, (ii) the JPS Board of Directors having redeemed the rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Rights"), issued pursuant to the Rights Agreement, by and between the Company and American Stock Transfer & Trust Company LLC, as Rights Agent, dated as of May 2, 2005, as amended on November 17, 2005, August 14, 2006 and December 23, 2008, or HNH being satisfied, in its reasonable discretion, that such Rights have been invalidated or are otherwise inapplicable to the offer, and (iii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.   The tender  offer is fully-financed and will  not  be  subject  to  or  conditioned  upon  any  financing arrangements.  HNH expects to commence the tender offer on or about Monday, January 26, 2015.

SPH intends to announce on Monday that it has commenced a proxy campaign in order to solicit votes to elect a slate of four director nominees at JPS' 2015 Annual Meeting of Stockholders.  SPH has nominated Jack L. Howard, John J. Quicke, Jeffrey C. Levy and Gus Halas.  SPH also intends to vote all of the shares that it owns for CEO Mikel Williams.  Subject to their fiduciary duties, if elected, these directors would immediately explore strategic alternatives for the Company at the highest bid, including the fully-financed tender offer by HNH Group.

MacKenzie Partners, Inc. is the Information Agent for this fully financed tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to MacKenzie Partners, Inc. by telephone at (800) 322-2885 or email at [email protected].

Notice to Investors

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES.  THE SOLICITATION AND THE OFFER TO BUY THE COMPANY'S COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT THE PURCHASER WILL MAIL TO REGISTERED HOLDERS OF THE COMPANY'S COMMON STOCK.  SHAREHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.  SHAREHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE BY CONTACTING MACKENZIE PARTNERS, INC. BY TELEPHONE AT (800) 322-2885 OR EMAIL AT [email protected].

Forward-Looking Statements

This release contains forward-looking statements relating to HNH's (through an indirect subsidiary) tender offer for shares of common stock of the Company and HNH's expectations with regard to the proposed transaction.  These forward-looking statements are based on HNH's current intent, expectations, estimates and projections and are not guarantees of future performance.  These statements involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them.  In addition, some factors are beyond HNH's control.  Factors that could cause actual results to differ materially from the statements made in this release include, among others, the willingness of the Company's shareholders to tender their shares in the offer, the number and timing of shares tendered and the satisfaction or waiver by HNH to the extent legally permissible of all conditions to the offer.  HNH undertakes no obligation to update information contained in this release.

About Handy & Harman Ltd.

Handy & Harman Ltd. is a diversified manufacturer of engineered niche industrial products with leading market positions in many of the markets it serves. Through its wholly-owned operating subsidiaries, HNH focuses on high margin products and innovative technology and serves customers across a wide range of end markets. HNH's diverse product offerings are marketed throughout the United States and internationally.

HNH's companies are organized into four businesses: Joining Materials, Tubing, Building Materials, and Kasco.

The Company sells its products and services through direct sales forces, distributors, and manufacturer's representatives. HNH serves a diverse customer base, including the construction, electrical, transportation, utility, medical, oil and gas exploration and food industries.

The Company's business strategy is to enhance the growth and profitability of the HNH business units and to build upon their strengths through internal growth and strategic acquisitions. Management expects HNH to continue to focus on high margin products and innovative technology. Management has evaluated and will continue to evaluate, from time to time, potential strategic and opportunistic acquisition opportunities, as well as the potential sale of certain businesses and assets.

The Company is based in White Plains, N.Y., and its common stock is listed on the NASDAQ Capital Market under the symbol HNH. Website: www.handyharman.com   

James F. McCabe, Jr., Senior Vice President and Chief Financial Officer
212-520-2376
[email protected]

SOURCE Handy & Harman Ltd.

Related Links

http://www.handyharman.com

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