Exhibit (a)(5)(xxi)
PRESS RELEASE
FOR IMMEDIATE RELEASE:
STEEL PARTNERS II ANNOUNCES THAT WHX CORPORATION WILL CONSUMMATE TENDER OFFER FOR
BAIRNCO CORPORATION
STEEL PARTNERS II TO PROVIDE BRIDGE FINANCING FOR THE OFFER
NEW YORK, NY - APRIL 12, 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 has transferred its entire interest in the acquisition
subsidiary for the tender offer, BZ Acquisition Corp. ("BZ Acquisition"), to WHX
Corporation ("WHX") for nominal consideration.
As previously announced, the transfer of BZ Acquisition from Steel
Partners II to WHX did not and will not change any of the conditions to the
offer or add a financing or any other condition to the offer. Subject to the
satisfaction of the conditions to the offer, BZ Acquisition will consummate the
offer as a wholly owned subsidiary of WHX. The tender offer is currently
scheduled to expire at 5:00 p.m., New York City time, on Friday, April 13, 2007.
As of the close of business on April 11, 2007, a total of 4,764,902 shares had
been tendered in and not withdrawn from the offer, which, together with the
shares owned by Steel Partners II and its affiliates, represents approximately
80% of the total shares outstanding of Bairnco.
Steel Partners II has agreed to provide the financing to WHX and BZ
Acquisition required to consummate the offer and to pay related fees and
expenses. This financing consists of up to a $90 million bridge loan from Steel
Partners II to BZ Acquisition, which will be guaranteed by WHX on an unsecured
basis and by certain of Bairnco's subsidiaries, and a $15 million loan from
Steel Partners II to WHX, which will be unsecured at the WHX level and
guaranteed by Bairnco and certain of its subsidiaries. Obligations under these
loans will be secured by junior liens on the assets of Bairnco and certain of
its subsidiaries and capital stock of certain of Bairnco's subsidiaries.
Bairnco's and its subsidiaries' obligations under these loans, and the related
security interests, will be subordinated to the indebtedness and related
security interests under Bairnco's existing senior credit facility.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
BZ Acquisition Corp., a wholly owned subsidiary of WHX, 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
