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 As of the close of business on March 16, 2007, a total of 4,861,315 shares had been tendered in and not withdrawn from the offer, which, together with the shares owned by Steel Partners II and its subsidiaries (including BZ Acquisition Corp.), represents approximately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expiration of the tender offer, the number of shares of Bairnco's common stock that have been validly tendered and not withdrawn, together with any shares then owned by Steel Partners II and its affiliates, represents more than 50% of Bairnco's outstanding shares on a fully diluted basis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
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SC TO-T/A Filing
Bairnco Inactive SC TO-T/AThird party tender offer statement (amended)
Filed: 19 Mar 07, 12:00am