Non-Binding Proposal to Acquire SL Industries

9 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

Non-Binding Proposal to Acquire SL Industries

26. Non-Binding Proposal to Acquire SL Industries

On June 18, 2015, the independent members of the Company’s Board of Directors received a non-binding proposal from Handy & Harman Ltd. (“H&H”), a publicly-traded NASDAQ company and an affiliate of Steel Partners Holdings L.P. (“Steel”), to acquire all the outstanding shares of common stock of the Company, through an appropriate acquisition entity, for a price of $43.00 to $45.00 per share (subject to limited confirmatory due diligence). The proposal contemplates that the Company’s stockholders other than Steel would be able to elect to receive cash or stock of H&H (with Steel electing to receive all stock), subject to proration so that the aggregate consideration consists of 55% cash and 45% H&H stock.

The Company’s Board of Directors has established a Special Committee of the Board (the “Special Committee”) comprising independent directors, which has been authorized, among other things, to evaluate the proposal. The Special Committee is reviewing and considering the proposal carefully in due course, as well as other proposals from unaffiliated third parties that have been or may be received, consistent with its fiduciary duties to act in the best interest of stockholders. There is no assurance that the Special Committee will recommend any transaction, or that any such transaction will be consummated. The Company undertakes no obligation to update this disclosure.