JPS Industries Forms Special Committee With Independent Advisors to Evaluate Steel Partners' Unsolicited Takeover Proposal
GREENVILLE, S.C., Oct. 5, 2011 /PRNewswire/ -- JPS Industries, Inc. (JPST.PK) announced that a special committee comprised of its three outside independent directors has been formed to evaluate the previously announced Steel Partners proposal. The Committee, after thorough discussion and evaluation, has retained Fried, Frank, Harris, Shriver & Jacobson LLP and Houlihan Lokey to act as legal and financial advisors, respectively, to assist the Committee in its evaluation of the Steel Partners proposal and other related matters.
The Special Committee stated, "The Board formed this special committee to give a full and thorough evaluation of Steel Partners' unsolicited proposal. The Committee, along with the advisory firms it has retained, will expediently evaluate the proposal along with other strategic alternatives. The Committee will give these matters its full attention and take whatever course of action is in the best interest of JPS and all of its shareholders. This process will be deliberative and carefully done and thus we expect this evaluation to take at least several weeks. When concluded, the outcome of the process will be fully communicated to our shareholders."
Commenting further, Michael Fulbright, Chairman, President and Chief Executive Officer of JPS Industries, Inc. stated, "Steel Partners has stated that they intend to commence a consent solicitation to remove the members of the special committee. I and the full Board strongly advise our shareholders to take no action on this solicitation until our special committee has thoroughly evaluated Steel Partners' proposal along with other strategic alternatives, and communicated to all shareholders the result of this evaluation. I would also say to our shareholders, your Board has been, and remains committed to maximizing value for all our shareholders and has worked diligently to do so. We look forward to communicating the results of our review over the coming weeks."
JPS Industries, Inc. is a major U.S. manufacturer of extruded urethane film, sheet and tubing, ethylene vinyl acetate film and sheet, and mechanically formed glass and aramid substrate materials for specialty applications in a wide expanse of markets requiring highly engineered components. JPS's products are used in a wide range of applications including: printed electronic circuit boards; advanced composite materials; civilian and military aerospace components; filtration and insulation products; specialty commercial construction substrates; high performance glass laminates for security and transportation applications; photovoltaic solar modules; paint protection films; plasma display screens; medical, automotive and industrial components; and soft body armor for civilian and military applications. Headquartered in Greenville, South Carolina, the Company operates four manufacturing locations in Anderson and Slater, South Carolina; Statesville, North Carolina; and Easthampton, Massachusetts.
This press release contains statements that are forward-looking statements regarding future events. These statements are only predictions and there are a number of important factors that could cause future events to differ materially from those expressed in any such forward-looking statements. These factors include, without limitation, the general economic and business conditions affecting the Company's industries, actions of competitors, changes in demand in certain markets, the Company's ability to meet its debt service and pension plan obligations (including its ability to meet the financial obligations in its Credit Agreement), the Company's ability to realize its deferred tax asset, the seasonality of the Company's sales, the volatility of the Company's raw material, claims and energy costs, the Company's dependence on key personnel and certain large customers and other risk factors. The Company assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise. JPS Industries, Inc. is not responsible for changes made to this document by wire services or Internet Services.
CONTACT: |
Charles R. Tutterow |
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Executive Vice President |
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and Chief Financial Officer |
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864/239-3915 |
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SOURCE JPS Industries, Inc.
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