WHX acquires Steel Partners II's interest in BZ Acquisition as part of tender offer for Bairnco

By Lisa Kerner

Charlotte, N.C., April 12 - WHX Corp. said it has acquired Steel Partners II, LP's entire interest in BZ Acquisition Corp. which has begun a cash tender offer to purchase all of the outstanding shares of Bairnco Corp. for $13.50 per share.

The purchase of BZ Acquisition's interest is permitted under the December 2006 merger agreement between Steel Partners II and Bairnco, according to a company news release.

BZ Acquisition, as a wholly owned subsidiary of WHX, began a tender offer to purchase all of the outstanding shares of common stock of Bairnco for $13.50 per share.

The tender offer is scheduled to end on April 13. A total of 4,764,902 shares, or about 80% of total Bairnco shares outstanding, had been tendered by the close of business on April 11.

Steel Partners II has agreed to provide WHX and BZ Acquisition with financing that includes up to a $90 million bridge loan from Steel Partners II to BZ Acquisition and a $15 million loan from Steel Partners II to WHX.

MacKenzie Partners, Inc. is the information agent for the tender offer.

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