Handy & Harman Ltd. (NASDAQ:HNH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Merger Agreement
On June 26, 2017, Handy Harman Ltd., a Delaware corporation (the
Company or HNH), entered into an Agreement and Plan
of Merger (the Merger Agreement) with Steel Partners
Holdings L.P., a Delaware limited partnership (Parent or
Steel Partners), and Handy Acquisition Co., a Delaware
corporation and a wholly owned subsidiary of Parent (Merger
Sub), to which, among other things, Parent and Merger Sub
will make a tender offer (the Offer) to purchase any and
all of the outstanding shares of common stock, par value $0.01
per share (the Shares), of the Company not already owned
by Parent or any entity that is an affiliate of Parent, for 1.484
6.0% Series A preferred units, no par value (the Parent
Preferred Units), of Parent for each Share (the Offer
Price). SPH Group Holdings LLC, a wholly owned subsidiary of
Parent, beneficially owns approximately 70.0% of the outstanding
Shares.
to the Merger Agreement, Parent and Merger Sub have agreed to
commence the Offer no later than 20 business days after the date
of the Merger Agreement. Merger Subs obligation to accept for
payment and Parents obligation to pay for Shares to the Offer is
subject to various conditions, including (a) a nonwaivable
condition that there be validly tendered and not withdrawn prior
to the expiration of the Offer that number of Shares that, when
added to the Shares already owned by Parent and its subsidiaries,
would represent at least a majority of all then outstanding
Shares, (b) a nonwaivable condition that there be validly
tendered and not withdrawn prior to the expiration of the Offer
that number of Shares that would represent at least a majority of
all then outstanding Shares not owned by Parent or any of its
affiliates, (c) the Parent Preferred Units issuable in the Offer
and the Merger (as defined below) have been authorized for
listing on the New York Stock Exchange, (d) Shares held by
stockholders that have properly exercised appraisal rights under
Delaware law do not exceed ten percent (10%) of the Shares
outstanding immediately prior to the expiration of the Offer, and
(e) other customary conditions. There is no financing condition
to the obligations to consummate the Offer.
The Merger Agreement further provides that upon the terms and
subject to the conditions set forth therein, following completion
of the Offer, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation and as
an indirect wholly owned subsidiary of Parent (the
Merger). In the Merger, each outstanding Share (other than
Shares held by the Company or any of its subsidiaries, Parent,
Merger Sub or any other subsidiary of Parent, or held by
stockholders who are entitled to demand, and who properly demand,
appraisal rights under Delaware law), will be converted into the
right to receive the Offer Price, without interest. The Merger is
subject to the following closing conditions: (i)Merger Sub having
accepted for payment all Shares validly tendered and not
withdrawn in the Offer and (ii)there being in effect no law or
order which makes the Merger illegal or otherwise prohibits the
consummation of the Merger.
The Merger Agreement includes customary representations,
warranties and covenants of the Company, Parent and Merger Sub,
including, among other things, a covenant of the Company not to
solicit alternative transactions or to provide information or
enter into discussions in connection with alternative
transactions, subject to certain exceptions to allow the board of
directors of the Company to exercise its fiduciary duties. The
Merger Agreement may be terminated under certain circumstances,
including in connection with superior proposals as set forth
therein. If the Company terminates the Merger Agreement to enter
into an agreement for a superior proposal and in other specified
circumstances, the Company would be required to pay Parent a
$3,800,000 termination fee and its transaction expenses up to
$1,000,000.
The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, a copy of which is attached as
Exhibit 2.1 to this report and is incorporated herein by
reference.
The Merger Agreement and the above description have been included
to provide investors and security holders with information
regarding the terms of the Merger Agreement. They are not
intended to provide any other factual information about the
Company, Parent, Merger Sub or their respective subsidiaries or
affiliates or stockholders. The representations, warranties and
covenants contained in the Merger Agreement were made only for
purposes of the Merger Agreement and as of specific dates; were
solely for the benefit of the parties to the Merger Agreement;
and may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made by
each contracting party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. Investors should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or
condition of the Company, Parent, Merger Sub or any of their
respective subsidiaries, affiliates, businesses or stockholders.
Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the
date of the Merger Agreement, which subsequent information may or
may not be fully reflected in public disclosures by the Company
or Parent. Accordingly, investors should read the representations
and warranties in the Merger Agreement not in isolation but only
in conjunction with the other information about the Company or
Parent and their respective subsidiaries that the respective
companies include in reports, statements and other filings they
make with the Securities and Exchange Commission (the
SEC).
Additional Information and Where to Find It
The Offer described above has not yet commenced. This Current
Report on Form 8-K is neither an offer to purchase or exchange
nor a solicitation of an offer to sell or exchange shares of HNHs
common stock, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. At the time the Offer
is commenced, Steel Partners will file a tender offer statement
on Schedule TO and a Registration Statement on Form S-4,
containing a prospectus/offer to exchange, a form of letter of
transmittal and other related Offer documents with the SEC. In
addition, HNH will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC. Steel Partners and HNH may also
file other documents with the SEC regarding the transaction.
Stockholders will be able to obtain the Schedule TO, the
Registration Statement on Form S-4, the prospectus/offer to
exchange, and the Solicitation/Recommendation Statement of the
Company on Schedule 14D-9, as each may be amended or supplemented
from time to time, and related materials with respect to the
Offer free of charge at the website of the SEC at www.sec.gov,
and from any information agent named in the Offer materials.
Stockholders may also obtain, at no charge, any such documents
filed with or furnished to the SEC by the Company under the
Investors Relations section of the Companys website at
www.handyharman.com. STOCKHOLDERS ARE ADVISED TO READ THESE
DOCUMENTS, INCLUDING ANY SOLICITATION/RECOMMENDATION STATEMENT OF
THE COMPANY ON SCHEDULE 14D-9 AND ANY AMENDMENTS THERETO, AS WELL
AS ANY OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH
THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER
TO TENDER THEIR SHARES INTO THE OFFER BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER.
Forward-Looking Statements
This communication may contain certain forward-looking statements
that reflect the Companys current expectations and projections
about its future results, performance, prospects and
opportunities. Forward-looking statements are based on
information currently available to the Company and are subject to
a number of risks, uncertainties and other factors that could
cause its actual results, performance, prospects or opportunities
in 2017 and beyond to differ materially from those expressed in,
or implied by, these forward-looking statements. These factors
include, without limitation, the Companys need for additional
financing and the terms and conditions of any financing that is
consummated, customers acceptance of the Companys new and
existing products, the risk that the Company will not be able to
compete successfully, the possible volatility of the Companys
share price and the potential fluctuation in its operating
results. Although the Company believes that the expectations
reflected in its forward-looking statements are reasonable and
achievable, any such statements involve significant risks and
uncertainties, and no assurance can be given that the actual
results will be consistent with the forward-looking statements.
Investors should read carefully the factors described in the Risk
Factors section of the Companys filings with the SEC, including
its Form 10-K for the year ended December 31, 2016, for
information regarding risk factors that could affect the Companys
results. Except as otherwise required by federal securities laws,
the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other
reason.
| Item7.01. | Regulation FD Disclosure. |
On June 26, 2017, Parent and the Company issued a press release
announcing that they had entered into the Merger Agreement. A
copy of such press release is attached as Exhibit 99.1 to this
Form 8-K and is incorporated herein by reference. The information
furnished in Exhibit 99.1 shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and shall not be deemed incorporated
by reference in any future filings by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, unless
the Company expressly sets forth in such future filing that such
information is to be considered filed or incorporated by
reference therein.
| Item9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 |
Agreement and Plan of Merger, dated as of June 26, 2017, by and among Steel Partners Holdings L.P., Handy Acquisition Co. and Handy Harman Ltd. |
|
| 99.1 | Press Release dated June 26, 2017 |
HANDY & HARMAN LTD. ExhibitEX-2.1 2 ex21to8k04197067b_062617.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P.,…To view the full exhibit click here About Handy & Harman Ltd. (NASDAQ:HNH)
Handy & Harman Ltd. (HNH) is a holding company. The Company is a manufacturer of engineered industrial products. Through its operating subsidiaries, HNH focuses on products and technology, and serves customers across a range of end markets. Its segments include Joining Materials, which fabricates precious metals and their alloys into brazing alloys; Tubing, which manufactures a range of steel tubing products; Building Materials, which manufactures and supplies products to the commercial construction and building industries; Performance Materials, which manufactures sheet and mechanically formed glass and aramid materials for specialty applications, and Kasco Blades and Route Repair Services (Kasco), which provides meat-room blade products, repair services and resale products for the meat and deli departments of supermarkets, restaurants, meat and fish processing plants, and for distributors of electrical saws and cutting equipment, principally in North America and Europe. Handy & Harman Ltd. (NASDAQ:HNH) Recent Trading Information
Handy & Harman Ltd. (NASDAQ:HNH) closed its last trading session down -0.20 at 28.50 with 2,787 shares trading hands.