NEW YORK–(BUSINESS WIRE)–Steel Partners Holdings L.P. (NYSE:SPLP), a adapted all-around captivation company, today appear it has entered into an alteration to its absolute acceding to access the 36% of Steel Excel Inc. (OTCPK:SXCL) that it does not own.
Beneath the agreement, as amended, Steel Partners will arise an barter action to access all of the outstanding shares of Steel Excel’s accepted banal (not endemic by Steel Partners or any of its affiliated entities) for $17.80 per allotment in adopted units of Steel Partners. As a aftereffect of the amendment, the acceding of the adopted units accept been adapted to accommodate that:
The alteration was the aftereffect of discussions with cogent stockholders of Steel Excel afterward the advertisement of the transaction, including funds affiliated with GAMCO Investors, Inc. that own about 12.3% of Steel Excel’s outstanding shares. The adopted units will abide to accept a 9-year appellation and will be redeemable at any time at the advantage of Steel Partners in banknote or in accepted units (though redemptions in accepted units will not be counted appear the 20% repurchase threshold). Steel Partners will administer to accept the adopted units be listed on the New York Banal Exchange.
Consummation of the barter action charcoal 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 absolute agreement, as amended, was absolutely accustomed by a appropriate board of the Board of Admiral of Steel Excel consisting of absolute directors, as able-bodied as the Boards of Admiral of anniversary of Steel Excel and the accepted accomplice of Steel Partners. The transaction is accepted to be completed in the aboriginal bisected of 2017.
Steel Excel provides exceptional oil able-bodied casework to analysis and assembly companies and additionally provides adolescence sports casework and facilities. Upon achievement of the transaction, Steel Excel will no best be about traded.
The barter action declared in this columnist absolution has not yet commenced. This columnist absolution is for advisory purposes alone and it is neither an action to acquirement or barter 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. At the time the barter action is commenced, Steel Partners will 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 United States Balance and Barter Commission (the “SEC”). In addition, Steel Excel will mail to its stockholders a Solicitation/Recommendation Statement on Schedule 14D-9. 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.
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 acumen
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