SL Industries, Inc. announced the commencement of a modified "Dutch auction" tender offer to repurchase up to $10 million of its common shares at a price per share not less than $12.00 and not greater than $13.50. The tender offer will expire at 12:00 midnight, New York City time, on Wednesday, June 27, 2012 (which is the end of the day on June 27, 2012), unless extended or withdrawn by the Company. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the tender offer materials. The closing price of the Company’s stock on the NYSE MKT was $11.44 on May 29, 2012. The maximum number of shares proposed to be purchased in the tender offer represents approximately 18.8% of the Company’s outstanding shares.
A modified "Dutch auction" tender offer allows shareholders to indicate how many shares and at what price within the Company’s specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share within the range that will enable the Company to purchase $10 million of its common shares, or such lesser number of shares that are properly tendered. The Company also reserves the right to purchase up to an additional 2% of its common shares outstanding without amending or extending the tender offer. All shares accepted for payment will be purchased at the same price, regardless of whether a shareholder tendered such shares at a lower price within the range. If, based on the final purchase price determined in the tender offer, more than $10 million in value of common shares are properly tendered and not properly withdrawn, then the Company will purchase shares tendered at or below the per share purchase price on a pro rata basis as specified in the Offer to Purchase. Shareholders whose shares are purchased in the tender offer will be paid the determined purchase price in cash, less any applicable withholding taxes and without interest, after the expiration of the tender offer.
The Company’s directors and executive officers and entities associated with them will not tender any of their common shares in the tender offer.
The tender offer will be funded through available cash and borrowings under our revolving Credit Facility with Bank of America, N.A., individually, as agent, issuer and a lender thereunder, and the other financial institutions party thereto. All shares purchased by the Company in the tender offer will be cancelled and returned to the status of authorized but unissued stock. The tender offer is not contingent upon any minimum number of common shares being tendered. However, the tender offer is subject to a number of other terms and conditions specified in the Offer to Purchase that is being distributed to shareholders.
Neither SL Industries, Inc., its board of directors, the information agent nor the depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer or as to the purchase price or prices at which to tender them. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by the Company.
