MELVILLE, N.Y., Oct. 13,
2023 /PRNewswire/ -- P&F Industries, Inc.
("P&F" or the "Company") (NASDAQ: PFIN) today announced that it
has entered into a definitive agreement to be acquired by ShoreView
Industries ("ShoreView") in an
all-cash transaction for $13.00 per
share. The purchase price represents an approximately 97% premium
to the closing stock price of the Company's stock on October 12, 2023, the last trading day prior to
announcing the transaction.
"We are pleased to reach this agreement with ShoreView, which provides significant premium
cash value to our shareholders," said Richard Horowitz, Chairman of the Board, Chief
Executive Officer and President. "Following comprehensive outreach
to potential parties, our Board determined that ShoreView is the right partner for P&F
that brings deep knowledge within the manufacturing industry. As a
private company, the Company will have additional financial and
operational flexibility to pursue our strategy to better serve
customers across our markets."
Tom D'Ovidio, Partner at ShoreView, said, "P&F brands are backed by
talented teams that have worked hard to establish their reputation
as a customer-focused, leading engineered solutions manufacturer.
Through this partnership, we look forward to leveraging our sector
expertise and resources to continue building on P&F's
longstanding heritage of providing high value tools for
customers."
Transaction Details
The proposed transaction has been unanimously approved by the
P&F Board of Directors at the recommendation of a Special
Committee of independent directors. ShoreView intends to fund the transaction with
a combination of cash from ShoreView Capital Partners IV, LP and
committed financing, which is not subject to any contingency.
The transaction is expected to close in the fourth quarter of
2023, subject to approval by holders of a majority of the shares
not owned by Mr. Horowitz, consent of one of the Company's
significant customers and other customary closing conditions. There
can be no assurance that all of the approvals and consents will be
obtained.
Following completion of the transaction, P&F will become a
wholly owned subsidiary of ShoreView and P&F's common stock will no
longer be listed on any public market.
Mr. Horowitz, representing 45.2% of the Company's outstanding
shares, has entered into an agreement pursuant to which he has
agreed to vote in favor of the transaction.
Advisors
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to the Special Committee. East Wind Securities is serving
as financial advisor to P&F and Ruskin Moscou Faltischek, P.C.
is serving as legal advisor to P&F.
Sidley Austin LLP is serving as legal advisor to ShoreView.
ABOUT P&F INDUSTRIES, INC.
P&F Industries, Inc., through its wholly owned subsidiaries,
is a leading manufacturer and importer of air-powered tools and
accessories sold principally to the aerospace, industrial,
automotive, and retail markets. P&F's products are sold under
its own trademarks, as well as under the private labels of major
manufacturers and retailers.
ABOUT SHOREVIEW
Founded in 2002, ShoreView is a
Minneapolis-based private equity
firm that has raised over $1.3
billion of committed capital across four funds. ShoreView partners with family and
entrepreneur-owned companies across many sectors, including
engineered products, distribution, industrial services, business
services, healthcare, and niche consumer products. Shoreview structures various acquisition,
recapitalization, and build-up transactions, typically in
businesses with revenues ranging between $20
million and $300 million.
If you are interested in speaking with ShoreView about add-on or platform investment
opportunities, please contact Garrett
Davis at garrett@shoreview.com.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, each as
amended, including all statements other than statements of
historical fact contained in this press release and includes,
without limitation, statements regarding the transaction and
anticipated closing date. These statements identify prospective
information and may include words such as "expects," "intends,"
"continue," "plans," "anticipates," "believes," "estimates,"
"predicts," "projects," "potential," "should," "may," "will," or
the negative version of these words, variations of these words and
comparable terminology. These forward-looking statements are based
on information available to the Company as of the date of this
press release and are based on management's current views and
assumptions. These forward-looking statements are conditioned upon
and also involve a number of known and unknown risks,
uncertainties, and other factors that could cause actual results,
performance or events to differ materially from those anticipated
by these forward-looking statements. Such risks, uncertainties, and
other factors may be beyond the Company's control and may pose a
risk to the Company's operating and financial condition. Such risks
and uncertainties include, but are not limited to, the following
risks: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (ii) the risk that the Company's stockholders may not
approve the proposed transaction; (iii) inability to complete the
proposed transaction because, among other reasons, conditions to
the closing of the proposed transaction may not be satisfied or
waived; (iv) uncertainty as to the timing of completion of the
proposed transaction; (v) potential adverse effects or changes to
relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the proposed
transaction; (vi) potential litigation relating to the proposed
transaction that could be instituted against the Company,
ShoreView or their respective
directors and officers, including the effects of any outcomes
related thereto; or (vii) possible disruptions from the proposed
transaction that could harm the Company's or ShoreView's business, including current plans
and operations. Information concerning additional risks,
uncertainties and other factors that could cause results to differ
materially from the expectations described in this press release is
contained in the Company's filings with the U.S. Securities and
Exchange Commission ("SEC"), including its annual report on Form
10-K filed with the SEC on March 29,
2023, its quarterly reports on Form 10-Q filed with the SEC
on May 12, 2023 and August 11, 2023, and other documents the Company
may file with or furnish to the SEC from time to time such as
annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K. These forward-looking statements
should not be relied upon as representing the Company's views as of
any subsequent date and the Company undertakes no obligation to
update forward-looking statements to reflect events or
circumstances after the date they were made. The information
contained in, or that can be accessed through, the Company's
website and social media channels are not part of this press
release.
Important Additional Information and Where to Find It
In connection with the proposed transaction between the Company
and ShoreView, the Company intends
to file relevant materials with the SEC, including a preliminary
proxy statement on Schedule 14A. Promptly after filing its
definitive proxy statement with the SEC, the Company will mail the
proxy materials to each stockholder entitled to vote at the special
meeting relating to the proposed transaction. This communication is
not a substitute for the proxy statement or any other document that
the Company may file with the SEC or send to its stockholders in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED
TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the proposed
transaction (when they become available), and any other documents
filed by the Company with the SEC, may be obtained free of charge
at the SEC's website (http://www.sec.gov) or at the Company's
website (https://pfina.com/investor_relations) or by contacting the
investor relations department of the Company.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's stockholders with respect to the proposed transaction.
Information about the Company's directors and executive officers
and their ownership of Company common stock is set forth in the
proxy statement on Schedule 14A filed with the SEC on April 28, 2023 (the "2023 Proxy Statement"). To
the extent holdings of the Company's securities by such potential
participants (or the identity of such participants) have changed
since the information set forth in the 2023 Proxy Statement, such
information has been or will be reflected on Statements of Change
in Ownership on Forms 3 and 4 filed with the SEC. Information
regarding the identity of the potential participants, and their
direct or indirect interests in the proposed transaction, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with SEC in connection
with the proposed transaction. You may obtain free copies of these
documents using the sources indicated above.
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SOURCE P&F Industries, Inc.