SL Industries Commences Tender Offer to Repurchase Up to $20 Million Worth of Shares of Common Stock
SL Industries, Inc. announced that it is commencing a modified "Dutch Auction" tender offer to purchase up to $20 million in shares of its common stock. The closing price of the company’s common stock on NYSE Amex Equities on September 14, 2010 was $13.17.
The company intends to pay for the repurchases with cash on hand and from available borrowings to be made under its existing credit facility.
The tender offer will proceed by way of a "modified Dutch auction," pursuant to which the company’s shareholders may tender all or a portion of their common shares (1) at a price of not less than $13.00 and not more than $14.50, in increments of $0.25 per share, or (2) without specifying a purchase price, in which case their common shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, the company will select the lowest price within the range of prices specified above (the "purchase price") enabling the company to purchase the maximum number of shares having an aggregate purchase price not exceeding $20 million. Shareholders will receive the purchase price in cash, without interest, for common shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, "odd lot" priority and conditional tender in the event that the aggregate cost to purchase all of the common shares tendered at or less than the purchase price exceeds $20 million. These provisions will be described in the Offer to Purchase relating to the tender offer that will be distributed to shareholders. All common shares purchased by the company will be purchased at the same price. All common shares tendered at prices higher than the purchase price will be returned promptly to shareholders.