SL Industries contemplating Acquisition Proposal

February 09, 2016 by Jeff Shepard

SL Industries, Inc. announced that Handy & Harman Ltd. has delivered a revised non-binding proposal to acquire all outstanding shares of common stock of the Company. Under the terms of the revised proposal, Handy & Harman has proposed to pay $35.50 per share in an all cash transaction. Handy & Harman is an affiliate of Steel Partners Holdings L.P., which beneficially owns 25.1% of the Company's outstanding common stock.

Handy & Harman's initial proposal, received by the independent directors of the Company's Board of Directors in June 2015, included a per share price of $43.00 to $45.00. The initial proposal contemplated that Company stockholders other than Steel Partners Holdings would be able to elect to receive cash or Handy & Harman stock (with Steel electing to receive all stock), subject to proration so that the aggregate consideration consisted of 55% cash and 45% Handy & Harman stock.

The Special Committee of the Company's Board of Directors, which was authorized, among other things, to evaluate the initial Handy & Harman proposal, will review and consider the revised proposal carefully in due course, consistent with its fiduciary duties to act in the best interest of stockholders. The Special Committee's independent financial adviser is Houlihan Lokey Capital, Inc. and its legal counsel is Gardere Wynne Sewell LLP.

The Company cautions its stockholders and others considering trading in its securities that the Handy & Harman proposal was just received and no decisions have been made by the Special Committee with respect to a response. There can be no assurance that any agreement will be executed or that any transaction will be consummated.

The Company presently does not intend to comment further regarding the revised Handy & Harman proposal or any other potential transaction, unless and until a specific transaction is approved by the Special Committee.