Handy & Harman (HNH) to Acquire JPS Industries for $11/Share

Handy & Harman (NASDAQ: HNH) and JPS Industries, Inc. (OTC: JPST) (the “Company” or “JPS”), a leading manufacturer of composite materials, announced today that they have entered into a definitive merger agreement pursuant to which HNH will acquire JPS.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both HNH and JPS, all stockholders of JPS (other than HNH and its affiliates) will receive $11.00 per share in cash for each share of JPS they own at the effective time of the merger. Consummation of the transaction is subject to approval by a majority of all the outstanding shares of JPS and a majority of JPS’s outstanding shares not owned by HNH, its affiliates or any of their respective representatives, and is also subject to other customary closing conditions.

The acquisition of JPS will be effected by HNH’s wholly owned subsidiary, Handy & Harman Group Ltd. (“HNH Group”), through one of HNH Group’s subsidiaries, HNH Group Acquisition LLC. Following the consummation of the merger, pursuant to a separate agreement between HNH Group and SPH Group Holdings LLC (“SPHG Holdings”) (a subsidiary of Steel Partners Holdings L.P. (NYSE: SPLP), the parent company of HNH), SPHG Holdings will exchange its shares of JPS common stock for shares of common stock of HNH, based on an $11.00 per share valuation for the JPS shares, so that HNH Group will own 100% of the shares of JPS.

In addition, under the terms of the merger agreement, JPS has a “go-shop” for a period of 30 days following May 31, 2015 pursuant to which it is permitted to solicit, initiate, encourage and facilitate any alternative transaction proposals from third parties and to participate in negotiations with third parties regarding any alternative transaction proposals.

HNH Group Acquisition LLC has terminated its previously announced tender offer for approximately 96.5% of the outstanding shares of common stock of JPS in accordance with the terms of its offer to purchase. None of the shares of the Company’s common stock were purchased in the tender offer. As a result of the termination, all of the shares of the Company’s common stock previously tendered will be promptly returned to the holders thereof, and holders who have tendered their shares of the Company’s common stock will not receive any consideration through the tender offer process.

Olshan Frome Wolosky LLP served as legal counsel to HNH. Houlihan Lokey acted as financial advisor to JPS, and O’Melveny & Myers LLP and Wyche P.A. acted as legal counsel to the Special Committee of the Board of Directors of JPS and JPS, respectively.

The Company also announced that its Board of Directors unanimously adopted an amendment to its stockholder rights plan that waives the stockholder rights plan in connection with the merger and the merger agreement. All other terms of the Company's stockholder rights plan remain the same. The Company's rights plan, which was originally adopted in May 2005, is similar to rights plans adopted by numerous publicly traded companies.

You May Also Be Interested In

• Sony/Apollo bid for Paramount could be worth as much as $29 billion - Source
• Can Schneider do a deal for Bentley? Citi discusses
• Redwoods Acquisition (RWOD) stockholders approve proposals