Page 11 of 14 – SEC Filing
The Merger Agreement
further provides that upon the terms and subject to the conditions set forth therein, following completion of the Offer, Merger
Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation and as an indirect wholly owned
subsidiary of Steel Holdings (the “Merger”). In the Merger, each outstanding Share (other than Shares held by the Issuer
or any of its subsidiaries, Steel Holdings, Merger Sub or any other subsidiary of Steel Holdings, or held by stockholders who are
entitled to demand, and who properly demand, appraisal rights under Delaware law), will be converted into the right to receive
the Offer Price, without interest. The Merger is subject to the following closing conditions: (i) Merger Sub having accepted for
payment all Shares validly tendered and not withdrawn in the Offer and (ii) there being in effect no law or order which makes the
Merger illegal or otherwise prohibits the consummation of the Merger.
The Merger Agreement
includes customary representations, warranties and covenants of the Issuer, Steel Holdings and Merger Sub, including, among other
things, a covenant of the Issuer not to solicit alternative transactions or to provide information or enter into discussions in
connection with alternative transactions, subject to certain exceptions to allow the board of directors of the Issuer to exercise
its fiduciary duties. The Merger Agreement may be terminated under certain circumstances, including in connection with superior
proposals as set forth therein. If the Issuer terminates the Merger Agreement to enter into an agreement for a superior proposal
and in other specified circumstances, the Issuer would be required to pay Steel Holdings a $3,800,000 termination fee and its transaction
expenses up to $1,000,000.
The foregoing summary
of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Merger Agreement, a copy of which is referenced as Exhibit 99.1 hereto and is incorporated
herein by reference.
Additional Information
and Where to Find It
The Offer described
above has not yet commenced. This Schedule 13D is neither an offer to purchase or exchange nor a solicitation of an offer to sell
or exchange any Shares of the Issuer, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. At the time
the Offer is commenced, Steel Holdings will file a tender offer statement on Schedule TO and a Registration Statement on Form S-4,
containing a prospectus/offer to exchange, a form of letter of transmittal and other related Offer documents with the SEC. In addition,
the Issuer will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Steel Holdings and the Issuer may
also file other documents with the SEC regarding the transaction. Stockholders will be able to obtain the Schedule TO, the Registration
Statement on Form S-4, the prospectus/offer to exchange, and the Solicitation/Recommendation Statement of the Issuer on Schedule
14D-9, as each may be amended or supplemented from time to time, and related materials with respect to the Offer free of charge
at the website of the SEC at www.sec.gov, and from any information agent named in the Offer materials. Stockholders may also obtain,
at no charge, any such documents filed with or furnished to the SEC by Steel Holdings under the “Investors Relations”
section of Steel Holdings’ website at www.steelpartners.com. STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING
ANY SOLICITATION/RECOMMENDATION STATEMENT OF THE ISSUER ON SCHEDULE 14D-9 AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS
RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, PRIOR TO MAKING
ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
THE TERMS AND CONDITIONS OF THE OFFER.
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