NEW YORK–(BUSINESS WIRE)–Steel Partners Holdings L.P. (NYSE:SPLP), a adapted all-around captivation company, today appear that, pursuant to a ahead appear alliance agreement, it has commenced an barter action to access the 36% of Steel Excel Inc. (OTCPK:SXCL) that it does not own.
Accountable to the acceding and altitude of the offer, Steel Excel stockholders who validly breakable their shares of Steel Excel accepted banal in the action will acquire $17.80 per allotment in adopted units of Steel Partners. The action is appointed to expire at 12:00 midnight, New York City time, at the end of February 6, 2017, unless beforehand continued or terminated. The acceding and altitude of the action are declared in the barter action documents, which will be mailed to Steel Excel stockholders.
Consummation of the action is accountable to accepted conditions, including the breakable of a cardinal of shares of Steel Excel’s accepted banal that constitutes at atomic (1) a majority of Steel Excel’s outstanding shares and (2) a majority of Steel Excel’s outstanding shares not endemic by Steel Partners or any of its affiliates. The Board of Admiral of Steel Excel, aloft the accepted advocacy of a appropriate board consisting of absolute directors, recommends that the detached stockholders of Steel Excel acquire the action and breakable their shares of Steel Excel accepted banal pursuant to the offer.
In affiliation with the offer, Steel Partners today will book with the SEC a Allotment Statement on Anatomy S-4, including a prospectus/offer to barter and assertive accessory affidavit that additionally will be mailed to Steel Excel stockholders, and Steel Excel will mail a Solicitation/Recommendation Statement to its stockholders. These abstracts accommodate important advice about the action that should be apprehend anxiously afore any accommodation is fabricated with account to the offer.
Steel Excel provides exceptional oil able-bodied casework to analysis and assembly companies and additionally provides adolescence sports casework and facilities. The transaction is accepted to be completed in the aboriginal bisected of 2017. Aloft achievement of the transaction, Steel Excel will no best be about traded.
This columnist absolution is for advisory purposes alone and it is neither an action to acquirement or exchange, nor a address of an action to advertise or barter shares of Steel Excel’s accepted stock, nor shall there be any auction of balance in any administration in which such offer, auction or barter would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. Steel Partners will today book a Allotment Statement on Anatomy S-4, absolute a prospectus/offer to exchange, a anatomy of letter of assignment and added accompanying barter action abstracts with the SEC. In addition, Steel Excel will today mail to its stockholders a Solicitation/Recommendation Statement. Steel Excel’s stockholders are acerb brash to apprehend these barter action abstracts anxiously and in their absoluteness back they become available, as they may be adapted from time to time, because they will accommodate important advice about such barter action that Steel Excel’s stockholders should accede above-mentioned to authoritative any decisions with account to such barter offer. Steel Excel’s stockholders will be able to access a chargeless archetype of any such abstracts filed with the SEC at the website maintained by the SEC at www.sec.gov. In addition, Steel Excel’s stockholders will be able to access chargeless copies of such abstracts by contacting MacKenzie Partners, Inc., the advice agent, by buzz toll-free at (800) 322-2885 or by email at [email protected]
About Steel Partners Holdings L.P.
Steel Partners Holdings L.P. is a adapted all-around captivation aggregation that engages in assorted businesses through circumscribed subsidiaries, associated companies and added interests. It owns and operates businesses and has cogent interests in arch companies in assorted industries, including adapted automated products, energy, defense, accumulation alternation administration and logistics, cyberbanking and adolescence sports.
Statements in this columnist absolution apropos the proposed transaction amid Steel Partners and Steel Excel, the accepted calendar for commutual the transaction, approaching banking and operating results, allowances of the transaction, approaching opportunities for Steel Partners’ and Steel Excel’s businesses and any added statements by administration of Steel Partners apropos approaching expectations, beliefs, goals, affairs or affairs aggregate advanced statements. Generally, advanced statements accommodate bidding expectations, estimates and projections of approaching contest and banking achievement and the assumptions on which these bidding expectations, estimates and projections are based. All advanced statements are inherently ambiguous as they are based on assorted expectations and assumptions about approaching events, and they are accountable to accepted and alien risks and uncertainties and added factors that can account absolute contest and after-effects to alter materially from actual after-effects and those projected. Risks and uncertainties accommodate the achievement of closing altitude for the transaction; the achievability that the transaction will not be completed, or if completed, not completed on a appropriate basis; the adeptness of Steel Partners to auspiciously accommodate Steel Excel’s business; and the accident that the accepted allowances of the transaction may not be accomplished or maintained.
Steel Partners cannot accord any affirmation that any of the affairs advised by the absolute acceding will be completed or that the altitude to the barter action will be satisfied. A added account and description of added business risks, uncertainties and added factors can be begin in the “Risk Factors” area of Steel Partners’ filings with the SEC, including Steel Partners’ Anatomy 10-K for the year concluded December 31, 2015 and Anatomy 10-Q for the annual aeon concluded September 30, 2016. Copies of these filings, as able-bodied as consecutive filings, are accessible online at www.sec.gov. Many of the factors that will actuate the aftereffect of the transaction are above Steel Partners’ adeptness to ascendancy or predict. Except as contrarily appropriate by federal balance laws, Steel Partners undertakes no obligation to about amend or alter any advanced statements, whether as a aftereffect of new information, approaching events, afflicted affairs or any added reason.
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