Investigation Overview
June 9, 2015 (Update) - On June 01, 2015, Handy & Harman Ltd. and JPS Industries, Inc. (OTCMKTS:JPST) announced that they have entered into a merger agreement pursuant to which Handy & Harman Ltd will acquire JPS Industries, Inc. Under the terms of the merger agreement, all stockholders of JPS Industries, Inc. (OTCMKTS:JPST) (other than HNH and its affiliates) will receive $11.00 per share in cash for each share of JPS Industries, Inc. they own at the effective time of the merger. Consummation of the transaction is subject to approval by a majority of all the outstanding shares of JPS Industries, Inc. and a majority of JPS Industries outstanding shares not owned by Handy & Harman Ltd, its affiliates or any of their respective representatives, and is also subject to other customary closing conditions.
February 03, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of JPS Industries, Inc. (OTCMKTS:JPST), was announced concerning whether the takeover of JPS Industries, Inc. by Handy & Harman Ltd at $10.00 per share is unfair to OTCMKTS:JPST stockholders.
The investigation by a law firm concerns whether certain officers and directors of JPS Industries, Inc. breached their fiduciary duties owed to OTCMKTS:JPST investors in connection with the proposed acquisition.
On January 26, 2015, Handy & Harman Ltd. (Nasdaq: HNH) announced that one of its wholly owned subsidiaries, Handy & Harman Group Ltd.('HNH Group'), through one of HNH Group's wholly owned subsidiaries, HNH Group Acquisition LLC (the 'Purchaser'), has commenced the fully-financed tender offer, 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 Industries, Inc.(Pink Sheets: JPST) (the 'Company' or 'JPS'), at a price of $10.00 per share in cash to all stockholders other thanSPH Group Holdings LLC ('SPHG Holdings'), a subsidiary of Steel Partners Holdings L.P. (NYSE: SPLP) ('SPH'), the parent company of HNH, and with respect to the shares owned by SPHG Holdings, in exchange for common stock of HNH.
However, the investigation concerns whether the offer is unfair to OTCMKTS:JPST stockholders. More specifically, the investigation concerns whether the JPS Industries Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
JPS Industries, Inc. reported that its Total Revenue rose from $158.31 million for the 12 months period that ended on October 27, 2012 to $162.84 million for the 12 months period that ended on November 1, 2014 and that its respective Net Income increased from $1.27 million to $5.54 million.