Exhibit 99(a)(5)(xix)
PRESS RELEASE
FOR IMMEDIATE RELEASE:
STEEL PARTNERS II EXTENDS BAIRNCO TENDER OFFER
TO FRIDAY, APRIL 13, 2007
NEW YORK, NY - MARCH 19, 2007 -- Steel Partners II, L.P. ("Steel Partners
II"), which has commenced a cash tender offer to purchase all of the outstanding
shares of Bairnco Corporation (NYSE:BZ; "Bairnco") for $13.50 per share,
announced today that it has extended its $13.50 per share cash tender offer for
all of the common stock of Bairnco not already owned by it or its subsidiaries
to 5:00 P.M., New York City time, on Friday, April 13, 2007. The tender offer
was previously set to expire at 5:00 P.M., New York City time, on Friday, March
16, 2007.
As of the close of business on March 16, 2007, a total of 4,861,315 shares
had been tendered in and not withdrawn from the offer, which, together with the
shares owned by Steel Partners II and its subsidiaries (including BZ Acquisition
Corp.), represents approximately 78.2% of the total shares outstanding of
Bairnco on a fully diluted basis. Under Steel Partners II's merger agreement
with Bairnco, Steel Partners II is permitted to extend the tender offer for 20
business days if, at any scheduled expiration of the tender offer, the number of
shares of Bairnco's common stock that have been validly tendered and not
withdrawn, together with any shares then owned by Steel Partners II and its
affiliates, represents more than 50% of Bairnco's outstanding shares on a fully
diluted basis but less than 90% of the outstanding shares.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
BZ Acquisition Corp., a wholly-owned subsidiary of Steel Partners II, has
commenced a tender offer to purchase all of the outstanding shares of common
stock (and associated preferred stock purchase rights) of Bairnco at $13.50 per
share, net to the seller in cash, without interest. The offer is currently
scheduled to expire at 5:00 P.M., New York City time, on Friday, April 13, 2007,
unless the offer is extended.
MacKenzie Partners, Inc. is the Information Agent for the tender offer and any
questions or requests for the Amended and Restated 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 AMENDED
AND RESTATED OFFER TO PURCHASE AND RELATED MATERIALS THAT STEEL PARTNERS II 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 AMENDED AND RESTATED 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 PARTNERS II BY CONTACTING MACKENZIE PARTNERS, INC. TOLL-FREE AT (800)
322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT
BAIRNCO@MACKENZIEPARTNERS.COM.
For additional information:
Media
Jason Booth and Terry Fahn
Sitrick And Company, Inc.
(310) 788-2850
Investors and Analysts
Daniel Sullivan and Bob Sandhu
MacKenzie Partners, Inc.
(212) 929-5500
