NEW YORK, Jan. 27, 2015 /PRNewswire/ -- Steel
Partners Holdings L.P. (NYSE: SPLP) ("Steel"), a global
diversified holding company, announced today that it has filed a
complaint (the "Complaint" CA No. 10583) in the Court of Chancery
of the State of Delaware against
JPS Industries, Inc. (Pink Sheets: JPST) ("JPS" or the "Company"),
the members of JPS' Special Committee, Robert J. Capozzi and Alan B. Howe, and two senior executives at JPS,
Chief Executive Officer Mikel
Williams and Wm. Ellis
Jackson. Messrs. Williams and Jackson are the sole
members of the JPS Investment Committee and have the power to vote
the 1,925,685 shares, or approximately 19% of the Company's
outstanding common stock, held by the JPS pension plan (the
"Pension Shares"). The Complaint asks the Court to enjoin the
voting of the Pension Shares by Mr. Williams and Mr. Jackson at the
Company's 2015 Annual Meeting of Stockholders (the "2015 Annual
Meeting"). Steel believes that Messrs. Williams and Jackson
clearly intend to vote the Pension Shares to advance the
self-interested agenda of the group led by Lloyd Miller and CEO Mikel Williams (the "Miller/Williams Group"),
which is seeking control of JPS at the 2015 Annual Meeting without
paying for it.
In the Complaint, Steel argues that allowing Mr. Williams and
Mr. Jackson to vote the Pension Shares at the 2015 Annual Meeting
would violate both Section 160(c) of the Delaware General
Corporation Law, which prohibits a company from voting shares that
"belong to" such company, and the officers' fiduciary duties to JPS
stockholders, given that both Mr. Williams and Mr. Jackson have
very strong incentives to vote for the Miller/Williams Group.
Through this action, Steel seeks to enjoin the voting of the
Pension Shares at the 2015 Annual Meeting and/or enjoin the seating
of any directors elected at the 2015 Annual Meeting with the
necessary votes of the Pension Shares. Alternatively, Steel
proposes the appointment of an independent trustee to vote the
Pension Shares or, if a trustee cannot be timely appointed, an
order requiring the Pension Shares to be voted in the same manner
and proportion as the voting by JPS' unaffiliated public
stockholders.
Warren Lichtenstein, Chairman of
the Board of Steel, commented, "We believe it's clear that JPS
management intends to improperly vote the 19% block of JPS shares
held by the JPS pension plan for the Miller/Williams Group in order
to protect their own positions. This just shows the extreme lengths
that the Miller/Williams Group will go to in order to gain an
unfair advantage in seeking to take control of JPS for themselves
without paying for it. We filed this Complaint in order to
prevent such wrongful abuse of power and to allow JPS stockholders,
as opposed to interested members of senior management under the
influence of the Miller/Williams Group, to dictate the outcome of
the very important 2015 Annual Meeting. We are confident that
JPS' unaffiliated stockholders will vote for the Steel nominees who
are offering them the opportunity for substantial value and
immediate liquidity on their investment, rather than a group who
has mismanaged the Company and who is seeking control without
paying stockholders a dime. We call on JPS to immediately
commit to leveling the playing field at the 2015 Annual Meeting by
agreeing to vote the Pension Shares in the same manner and
proportion as the shares held by the unaffiliated public
stockholders. The Company's failure to commit to this simple
and fair request would clearly show their intention to vote the
Pension Shares to entrench themselves and essentially turn control
of JPS over to the Miller/Williams Group."
Yesterday, Steel announced that it has commenced the mailing of
proxy materials to JPS stockholders, including a GREEN proxy
card and a letter to stockholders, to elect four director nominees
at JPS' upcoming 2015 Annual Meeting. Steel has nominated
Jack L. Howard, John J. Quicke, Jeffrey
C. Levy and Gus Halas for
election to JPS' Board of Directors. Subject to their
fiduciary duties, if elected, these directors would immediately
explore strategic alternatives for the Company at the highest bid,
including the fully-financed tender offer by Handy & Harman
Ltd. (NASDAQ: HNH) ("HNH"), a subsidiary of Steel.
HNH also announced yesterday that it has commenced the
fully-financed tender offer, which it had previously announced on
January 22, 2015, to purchase up to
10,028,724 shares, or approximately 96.5% of the outstanding
shares, of common stock of JPS, at a price of $10.00 per share in cash to all stockholders
other than SPH Group Holdings LLC ("SPHG Holdings"), a subsidiary
of Steel, and with respect to the shares owned by SPHG Holdings, in
exchange for common stock of HNH. SPHG Holdings currently
owns 4,021,580 shares, or approximately 38.7% of the outstanding
shares, of the Company and has been a significant stockholder of
JPS since 2001. The tender offer is scheduled to expire at
5:00 p.m., New York City time, on February 26, 2015, unless the offer is extended.
The full terms, conditions and other details of the tender offer
are set forth in the offering documents that HNH Group mailed to
JPS stockholders.
About Steel Partners Holdings L.P.
Steel Partners
Holdings L.P. 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.
MacKenzie Partners, Inc. is the Solicitor for Steel in the Proxy
Solicitation and is the Information Agent for Handy & Harman's
tender offer. Any questions or requests for proxy materials, the
Offer to Purchase or any related materials with respect to the
proxy solicitation or the tender offer may be directed to MacKenzie
Partners, Inc. by telephone at (800) 322-2885 or email at
tenderoffer@mackenziepartners.com.
Notice to Investors
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY
SHARES. THE SOLICITATION AND THE OFFER TO BUY THE COMPANY'S
COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE
AND RELATED MATERIALS THAT THE PURCHASER WILL MAIL TO REGISTERED
HOLDERS OF THE COMPANY'S COMMON STOCK. SHAREHOLDERS SHOULD
READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER
OFFER. SHAREHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO
PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER
FREE BY CONTACTING MACKENZIE PARTNERS, INC. BY TELEPHONE AT (800)
322-2885 OR EMAIL AT TENDEROFFER@MACKENZIEPARTNERS.COM.
STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM THE
STOCKHOLDERS OF JPS FOR USE AT THE 2015 ANNUAL MEETING BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS AND NOMINEES IN SUCH PROXY
SOLICITATION. A PROXY STATEMENT AND A FORM OF GREEN
PROXY CARD HAVE BEEN MAILED TO STOCKHOLDERS OF JPS AND WILL ALSO BE
AVAILABLE AT NO CHARGE AT
www.stockholderdocs.com/JPST-SteelPartners
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 Steel's current expectations and projections
about its future results, performance, prospects and opportunities.
Forward-looking statements are based on information currently
available to the Company and are subject to a number of risks,
uncertainties and other factors that could cause its actual
results, performance, prospects or opportunities in 2014 and beyond
to differ materially from those expressed in, or implied by, these
forward-looking statements. These factors include, without
limitation, Steel's subsidiaries need for additional financing and
the terms and conditions of any financing that is consummated,
their customers' acceptance of its new and existing products, the
risk that the Company and its subsidiaries will not be able to
compete successfully, and the possible volatility of the Company's
unit price and the potential fluctuation in its operating results.
Although Steel believes that the expectations reflected in its
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. 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,
2013 for information regarding risk factors that could
affect the Company's results. Except as otherwise required by
federal securities laws, Steel undertakes 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.
Contact:
Investor:
Steel Partners Holdings GP Inc.
James F. McCabe, Jr., Chief
Financial Officer
212-520-2300
jmccabe@steelpartners.com
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SOURCE Steel Partners Holdings L.P.