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Handy & Harman acquires JPS Industries

07 Jul '15

2 min read

Handy & Harman Ltd. (HNH), a diversified global industrial company, has completed the acquisition of JPS Industries Inc., a leading manufacturer of composite materials.

Under the terms of the parties' merger agreement, at the effective time of the merger, each outstanding share of JPS common stock (other than shares owned by HNH and its affiliates) was converted into the right to receive $11.00 per share in cash.

To receive the $11.00 per share merger consideration, JPS stockholders must complete a letter of transmittal that will be sent to them by American Stock Transfer & Trust Company, LLC, the paying agent for the merger, and deliver the letter of transmittal, the stock certificates formerly representing their shares of JPS common stock and any other required documents to the paying agent, in accordance with the instructions that appear in the letter of transmittal, according to a press release.

The acquisition of JPS was effected by HNH's wholly owned subsidiary, Handy & Harman Group, Ltd., 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 (a subsidiary of Steel Partners Holdings L.P.), 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 per cent of the shares of JPS.

Warren Lichtenstein, chairman of HNH and executive chairman of Steel Partners Holdings L.P., the parent company of HNH said, “After being an investor in JPS for over 14 years, we are very pleased to have completed this merger, and we look forward to working with Gary Wallace, president of JPS Composites.”

Handy & Harman Ltd. is a diversified manufacturer of engineered niche industrial products with leading market positions in many of the markets it serves.

JPS Industries, Inc. is a major US manufacturer of sheet and mechanically formed glass and aramid materials for specialty applications in a wide expanse of markets requiring highly engineered products. (GK)

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