PRESS RELEASE
FOR IMMEDIATE RELEASE:
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STEEL PARTNERS II RESPONDS TO ADOPTION OF
RIGHTS PLAN BY BAIRNCO CORPORATION
NEW YORK, NY - JUNE 26, 2006 -- Steel Partners II, L.P. ("Steel"),
which has commenced a cash tender offer to purchase all of the outstanding
shares of Bairnco Corporation (NYSE:BZ; "Bairnco") for $12.00 per share, today
issued the following statement in response to Bairnco's announcement that its
board of directors has adopted a rights plan.
"We were extremely disappointed to learn that the Bairnco board of
directors has chosen to adopt a `poison pill' in reaction to our tender offer,
rather than respond to our request to negotiate a merger agreement," said Warren
Lichtenstein, the managing member of Steel. "We do not believe that this action
is in the best interests of Bairnco stockholders. We urge Bairnco stockholders
to send a message to their board that they want to receive maximum value for
their shares, and that the board should meet with Steel to discuss a negotiated
transaction."
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
BZ Acquisition Corp., a wholly-owned subsidiary of Steel, has commenced a tender
offer to purchase all of the outstanding shares of common stock (and associated
preferred stock purchase rights) of Bairnco at $12.00 per share, net to the
seller in cash, without interest. The offer is currently scheduled to expire at
12:00 Midnight, New York City time, on Thursday, July 20, 2006, unless the offer
is extended.
MacKenzie Partners, Inc. is the Information Agent for the tender offer and any
questions or requests for the Offer to Purchase and related materials with
respect to the tender offer may be directed to MacKenzie Partners, Inc.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE
OFFER TO BUY BAIRNCO'S COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT STEEL HAS FILED (AND WILL FILE) WITH THE
SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS SHOULD READ THESE MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE OFFER. STOCKHOLDERS MAY OBTAIN THE OFFER TO PURCHASE AND
RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM STEEL BY CONTACTING MACKENZIE PARTNERS, INC. TOLL-FREE AT
(800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT
TENDEROFFER@MACKENZIEPARTNERS.COM.
Any forward-looking statements contained in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are inherently subject to a variety of risks
and uncertainties that could cause actual results to differ materially from
those projected. These risks and uncertainties include, among others: the
willingness of Bairnco stockholders to tender their shares in the tender offer
and the number and timing of shares tendered; the receipt of third party
consents to the extent required for the acquisition; and satisfaction of the
various closing conditions. Other important factors that could cause actual
results to differ materially are included but are not limited to those listed in
Bairnco's periodic reports and registration statements filed with the Securities
and Exchange Commission. Steel undertakes no obligation to update information
contained in this release.
