SL Industries, Inc. Launches Modified Dutch Auction Tender Offer To Repurchase Up To $10 Million Of Its Common Shares At A Cash Purchase Price Not Greater Than $13.50 Per Share Nor Less Than $12.00 Per Share
MT. LAUREL, N.J., May 30, 2012 /PRNewswire/ -- SL Industries, Inc. (NYSE MKT: SLI) (the "Company") today announced the commencement of a modified "Dutch auction" tender offer to repurchase up to $10 million of its common shares at a price per share not less than $12.00 and not greater than $13.50. The tender offer will expire at 12:00 midnight, New York City time, on Wednesday, June 27, 2012 (which is the end of the day on June 27, 2012), unless extended or withdrawn by the Company. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the tender offer materials. The closing price of the Company's stock on the NYSE MKT was $11.44 on May 29, 2012. The maximum number of shares proposed to be purchased in the tender offer represents approximately 18.8% of the Company's outstanding shares.
A modified "Dutch auction" tender offer allows shareholders to indicate how many shares and at what price within the Company's specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share within the range that will enable the Company to purchase $10 million of its common shares, or such lesser number of shares that are properly tendered. The Company also reserves the right to purchase up to an additional 2% of its common shares outstanding without amending or extending the tender offer. All shares accepted for payment will be purchased at the same price, regardless of whether a shareholder tendered such shares at a lower price within the range. If, based on the final purchase price determined in the tender offer, more than $10 million in value of common shares are properly tendered and not properly withdrawn, then the Company will purchase shares tendered at or below the per share purchase price on a pro rata basis as specified in the Offer to Purchase. Shareholders whose shares are purchased in the tender offer will be paid the determined purchase price in cash, less any applicable withholding taxes and without interest, after the expiration of the tender offer.
The Company's directors and executive officers and entities associated with them will not tender any of their common shares in the tender offer.
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