Exhibit (a)(5)(xviii) STEEL PARTNERS II ENTERS INTO DEFINITIVE MERGER AGREEMENT WITH BAIRNCO CORPORATION TENDER OFFER EXTENDED UNTIL FRIDAY, MARCH 16, 2007 NEW YORK, NY - FEBRUARY 23, 2007 -- Steel Partners II, L.P. ("Steel Partners II") announced today that Bairnco Corporation (NYSE:BZ; "Bairnco") has signed a definitive merger agreement with BZ Acquisition Corp. ("BZ Acquisition"), an affiliate of Steel Partners II, to acquire Bairnco. 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. In conjunction with today's announcement, Steel Partners II has agreed to withdraw its consent solicitation to remove and replace the current members of Bairnco's Board of Directors. 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. Steel Partners II also announced today that it has extended its $13.50 per share cash tender offer to 5:00 P.M., New York City time, on Friday, March 16, 2007. The tender offer was previously set to expire at 5:00 P.M., New York City time, on Friday, February 23, 2007. As of the close of business on February 22, 2007, a total of 1,610,338 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), represents approximately 37.3% of the total shares outstanding of Bairnco. IMPORTANT INFORMATION REGARDING THE TENDER OFFER BZ Acquisition, 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, March 16, 2007, unless the offer is extended. MacKenzie Partners, Inc. is the Information Agent for the tender offer and any questions or requests for the 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 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 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 TENDEROFFER@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
Steel Partners Ii Inactive SC TO-T/AThird party tender offer statement (amended)
Filed: 23 Feb 07, 12:00am