Exhibit (a)(5)(xxii)
PRESS RELEASE
FOR IMMEDIATE RELEASE:
WHX CORPORATION ANNOUNCES THAT IT WILL CONSUMMATE TENDER OFFER FOR
BAIRNCO CORPORATION
STEEL PARTNERS II TO PROVIDE BRIDGE FINANCING FOR THE OFFER
RYE, NY - APRIL 12, 2007 -- WHX Corporation (Pink Sheets: WXCP.PK; "WHX")
announced today that, as permitted by the merger agreement between Steel
Partners II, L.P. ("Steel Partners II") and Bairnco Corporation (NYSE:BZ;
"Bairnco"), WHX has acquired, for nominal consideration, Steel Partners II's
entire interest in BZ Acquisition Corp. ("BZ Acquisition"), which has commenced
a cash tender offer to purchase all of the outstanding shares of Bairnco for
$13.50 per share.
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2007, a total of 4,764,902 shares had been tendered in and not withdrawn from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 FILED (AND THAT WILL BE
FILED) 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 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:
Daniel Sullivan and Bob Sandhu
MacKenzie Partners, Inc.
(212) 929-5500
