Exhibit (a)(5)(xx)
PRESS RELEASE
FOR IMMEDIATE RELEASE:
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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
