Gardere Wynne Sewell LLP represented the Special Committee of the Board of Directors of SL Industries, Inc., a leading manufacturer of high-performance power solutions, in its acquisition by Handy & Harman Ltd., a diversified global industrial company. The transaction, which closed on June 1, 2016, was valued at approximately $165 million.
The “going private” transaction consisted of a tender offer to purchase all of the outstanding shares of SL Industries’ common stock at a purchase price of $40 per share in cash, followed by a merger of a Handy & Harman subsidiary with SL Industries Inc. The tender offer was subject to acceptance by at least 60 percent of the outstanding shares of common stock of SL Industries not owned by Handy & Harman or any of its affiliates, as well as other customary conditions. The parties entered into a definitive merger agreement in April 2016.
Gardere acted as counsel to the Special Committee, guiding it through a careful and measured process that concluded with the negotiation and execution of the Handy & Harman transaction. The Gardere team was led by Corporate Partners Alan J. Perkins, Evan D. Stone and Rick Jordan, and Corporate Associate Taza Asif. The Special Committee’s process is disclosed in the Schedules 14D-9 and 13E-3 filed by SL Industries with the U.S. Securities and Exchange Commission in connection with the transaction.
Gardere’s preeminent corporate practice handles transactions across a wide variety of industries throughout the United States and internationally. The Firm’s many years of experience representing clients in public mergers and acquisitions, as well as securities and governance matters (including special committee representations), enables it to handle sophisticated and complex transactions creatively and cost-effectively. The team is particularly experienced in representing middle-market companies, both public and private, within the technology, energy and industrial sectors.