Exhibit (a)(5)(xx) PRESS RELEASE FOR IMMEDIATE RELEASE: - ---------------------- STEEL PARTNERS II ANNOUNCES POTENTIAL ADDITION OF WHX CORPORATION TO TENDER OFFER FOR BAIRNCO CORPORATION NEW YORK, NY - MARCH 30, 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, as permitted by its merger agreement with Bairnco, Steel Partners II may transfer its entire interest in the acquisition subsidiary for the tender offer, BZ Acquisition Corp. ("BZ Acquisition"), to WHX Corporation ("WHX"), an affiliate of Steel Partners II, for nominal consideration. The consummation of this transfer of BZ Acquisition from Steel Partners II to WHX is conditioned upon WHX obtaining, prior to the expiration of the offer, any required financing to consummate the offer, which financing may be provided by Steel Partners II, and final approval by the WHX board of directors. The transfer of BZ Acquisition from Steel Partners II to WHX will not change any of the conditions to the offer or add a financing condition to the offer. If WHX obtains financing and receives final board approval, then Steel Partners II will complete the transfer of BZ Acquisition to WHX, and BZ Acquisition will, subject to the satisfaction of the conditions to the offer, consummate the offer as a wholly owned subsidiary of WHX. If WHX does not obtain financing or receive final board approval, then BZ Acquisition will remain a wholly owned subsidiary of Steel Partners II and, subject to the satisfaction of the conditions to the offer, the offer will be consummated by Steel Partners II and BZ Acquisition. Steel Partners II's and BZ Acquisition's obligations to consummate the offer are not conditioned upon obtaining financing. Steel Partners II is mailing to stockholders of Bairnco a supplement to its Amended and Restated Offer to Purchase regarding the potential transfer and will file an amendment to its Tender Offer Statement on Schedule TO with the Securities and Exchange Commission and issue a press release in the event that the transfer of BZ Acquisition to WHX is consummated. 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: 30 Mar 07, 12:00am