Exhibit (a)(5)(xvii)
BAIRNCO CORPORATION ENTERS INTO DEFINITIVE MERGER
AGREEMENT WITH STEEL PARTNERS II
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LAKE MARY, FLORIDA - FEBRUARY 23, 2007 - Bairnco Corporation (NYSE: BZ) today
announced that it has signed a definitive merger agreement to be acquired by BZ
Acquisition Corp., an affiliate of Steel Partners II, L.P. ("Steel Partners
II").
Under the terms of the agreement, which has been unanimously approved by
Bairnco's Board of Directors, BZ Acquisition will amend its existing tender
offer for Bairnco to acquire all of the outstanding common shares of Bairnco at
an increased price of $13.50 per share in cash. In addition, all shareholders of
record on March 5, 2007 will continue to be entitled to receive the declared
first quarter dividend of $0.10 per share, for total cash proceeds of $13.60 per
share. This represents a premium of 37% to the closing price of Bairnco's stock
on the day prior to Steel Partners' launch of its original tender offer.
"Bairnco is a terrific company with substantial momentum and a bright future,
and we are pleased that we have been able to reach this agreement with Steel
Partners II," said Bairnco Chairman and Chief Executive Officer Luke E.
Fichthorn III. "Our fundamental goal has always been to maximize shareholder
value and we believe we have accomplished that through this agreement with Steel
Partners II."
Fichthorn continued, "The value created by this transaction is a clear
reflection of the hard work and dedication of our employees, who have continued
to execute on our strategic plan and have consistently provided our clients with
superb service and products. With Steel Partners II's support, Bairnco can
continue to build on its strong platform and reach its full potential."
Warren G. Lichtenstein, managing member of Steel Partners II, said, "We are
pleased to have negotiated an agreement with Bairnco that we believe is in the
best interest of all shareholders. We have been involved with Bairnco for almost
ten years. This acquisition is consistent with our desire to increase our
ownership and long-term capital investment in successful manufacturing
operations. We look forward to consummating this transaction promptly."
Steel Partners II has agreed to withdraw its consent solicitation.
Completion of the tender offer is subject to customary conditions, including the
valid tender of sufficient shares, which, when added to shares then owned by
Steel Partners II and its affiliates, constitute more than 50% of the total
number of outstanding shares on a fully diluted basis. There is no financing
condition.
Following the completion of the tender offer, subject to customary conditions,
BZ Acquisition will merge with and into Bairnco, pursuant to which each share
not tendered into the tender offer will be converted automatically into the
right to receive $13.50 in cash.
The tender offer could close as early as March 16, 2007. If BZ Acquisition
acquires sufficient shares in the tender offer that, together with shares then
owned by Steel Partners II and its affiliates, represent more than 90% of the
outstanding shares of the Company, the back-end merger will close promptly after
the completion of the tender offer, without obtaining a shareholder vote. If,
following the completion of the tender offer, Steel Partners II and its
affiliates own more than 50% of the shares of the Company on a fully diluted
basis but less than 90% of the outstanding shares, the back-end merger, which
would be subject to approval by Bairnco stockholders (including Steel Partners
II and its affiliates), would be expected to close in the first half of 2007.
Lazard Freres & Co. LLC acted as financial advisors to Bairnco and Debevoise &
Plimpton LLP acted as legal advisors to Bairnco. Olshan Grundman Frome
Rosenzweig & Wolosky LLP acted as legal counsel to Steel Partners II.
Bairnco filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as
amended from time to time, the "Schedule 14D-9") with the Securities and
Exchange Commission ("SEC") on July 6, 2006, regarding Steel Partners II's
unsolicited tender offer for all the outstanding shares of Stock of Bairnco (the
"Offer"). Bairnco will file as promptly as possible a revised
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Bairnco's
stockholders should read the Schedule 14D-9 (including any amendments or
supplements thereto) because these documents contain important information
relating to the Offer and the related Merger Agreement.
On June 22, 2006, Steel Partners II filed with the SEC a Tender Offer Statement
for the purchase of all outstanding shares of Bairnco at $12.00 per share. On
February 2, 2007, Steel Partners II filed a first supplement to the Tender Offer
Statement increasing its offer to $13.35 per share. Steel Partners II will
shortly file a second supplement to the Tender Offer Statement amending its
Offer. Bairnco's stockholders should read the Tender Offer Statement (including
any amendments or supplements thereto) because it contains additional
information important to the stockholders' interests in the Offer and the
related Merger Agreement.
The Schedule 14D-9, the Tender Offer Statement and other public filings made by
Bairnco and Steel Partners II with the SEC are available free of charge at the
SEC's website at www.sec.gov. Bairnco will provide a copy of these materials
free of charge at its website at www.bairnco.com
ADDITIONAL INFORMATION ABOUT BAIRNCO
Bairnco Corporation is a diversified multinational company that operates two
distinct businesses - Arlon (Electronic Materials and Coated Materials segments)
and Kasco (Replacement Products and Services segment). Arlon's principal
products include high technology materials for the printed circuit board
industry, cast and calendered vinyl film systems, custom-engineered laminates
and special silicone rubber compounds and components. Kasco's principal products
include replacement band saw blades for cutting meat, fish, wood and metal, and
on site maintenance primarily in the meat and deli departments. Kasco also
distributes equipment to the food industry in France.
ADDITIONAL INFORMATION ABOUT STEEL PARTNERS II Steel Partners II is a private
investment partnership.
CONTACTS:
Kenneth L. Bayne, Bairnco Corporation
Telephone: (407) 875-2222, ext. 227
Kim Levy or Shannon Provost, Sard Verbinnen & Co
Telephone: (212) 687-8080
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