NEW YORK and LOS GATOS, Calif., March 25, 2015 /PRNewswire/ -- Steel
Partners Holdings L.P. (NYSE: SPLP) ("SPLP") and CoSine
Communications (Other OTC: COSN) today announced that the cash
tender offer by Cedar 2015 Limited ("Cedar"), an indirect
United Kingdom ("UK") subsidiary
of SPLP and a wholly-owned subsidiary of CoSine, to acquire all of
the issued and to be issued ordinary shares of API Group plc
(LN:API) not already owned by Cedar for 60
pence per share (the "Offer") closed at 1:00 pm London
time on March 19,
2015.
The terms of the Offer were initially announced by Cedar on
January 22, 2015. As of the
close of the Offer on March 19, 2015,
Cedar's own holdings of shares of API, when combined with tendered
API shares, exceeded a total of over 97% of the entire existing
issued share capital in API. As Cedar has received
acceptances of the Offer in excess of 90% of the API shares to
which the Offer related, including the respective voting rights
thereof, Cedar intends to exercise its rights in accordance with
applicable UK law to acquire compulsorily any remaining API shares
to which the Offer relates on the same terms as the Offer. Cedar
expects this compulsory acquisition process to be completed about
mid-May 2015.
On March 16, 2015, Cedar, having
then received sufficient acceptances under the Offer when combined
with Cedar's own holdings of shares of API to assure that Cedar
would hold at least in excess of 75% of the voting rights of API,
had formally requested that API cancel its admission to trading on
the AiM market of the London Stock Exchange. In accordance with the
AiM rules, it is anticipated that such cancellation will take
effect no earlier than 20 business days from the date of such
request.
About Steel Partners Holdings L.P.
SPLP is a global diversified holding company that engages in
multiple businesses through consolidated subsidiaries, associated
companies and other interests. It owns and operates businesses and
has significant interests in leading companies in various
industries, including diversified industrial products, energy,
defense, supply chain management and logistics, banking, food
products and services, oilfield services, sports, training,
education, and the entertainment and lifestyle industries.
About CoSine Communications, Inc.
CoSine's Certificate of Incorporation limits the ability of any
group or person to acquire 5% or more of CoSine's common stock
(subject to certain exceptions as provided in the Certificate of
Incorporation).
CoSine's common stock is currently traded in the OTC Pink
marketplace under the symbol COSN.PK and its website is
www.cosinecom.com
About API Group plc
API is a manufacturer and distributor of foils, films and
laminates used to enhance the visual appeal of products and
packaging, serving industrial markets in Europe, North
America and Australasia from production operations in the UK
and US. Head-quartered in Poynton, North
West England, API's global operations employ more than 550
people in 15 locations.
Forward-Looking Statements
This press release may contain certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, that reflect SPLP's and CoSine's current
expectations and projections about their respective future results,
performance, prospects and opportunities. Forward-looking
statements are based on information currently available to the SPLP
and CoSine and are subject to a number of risks, uncertainties and
other factors that could cause their respective actual results,
performance, prospects or opportunities in 2015 and beyond to
differ materially from those expressed in, or implied by, these
forward-looking statements. These factors include, without
limitation, SPLP's and CoSine's respective subsidiaries need for
additional financing and the terms and conditions of any financing
that is consummated, their respective customers' acceptance of
their new and existing products, the risk that SPLP, CoSine and
their respective subsidiaries will not be able to compete
successfully, and the possible volatility of SPLP's unit price,
CoSine's stock price and the potential fluctuation in their
respective operating results. Although SPLP and CoSine believe that
the expectations reflected in their respective forward-looking
statements are reasonable and achievable, any such statements
involve significant risks and uncertainties and no assurance can be
given that the actual results will be consistent with the
forward-looking statements. SPLP investors should read carefully
the factors described in the "Risk Factors" section of the
Company's filings with the SEC, including the Company's Form 10-K
for the year ended December 31, 2014
for information regarding risk factors that could affect SPLP's
results. The statements contained in this press release are made as
at the date of this press release, unless some other time is
specified in relation to them, and issuance of this press release
shall not give rise to any implication that there has been no
change in the facts set out in this press release since such
date. Except as otherwise required by federal securities
laws, SPLP and CoSine undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other
reason.
For additional information contact:
Steel Partners Holdings GP Inc.
James F. McCabe, Jr., Chief
Financial Officer
(212) 520-2300
jmccabe@steelpartners.com
CoSine Communications, Inc.
Terry R. Gibson, Chief Financial
Officer
(408) 399-6494
E-mail: Terry.Gibson@spcorpservices.com
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SOURCE Steel Partners Holdings L.P.; CoSine Communications