Steel Partners Ltd. to Acquire Remaining Outstanding Shares of Ore Holdings, Inc.
7 July 2017
Steel Partners Ltd. ("Steel") the owner of approximately 60% of the outstanding Common Stock of Ore Holdings, Inc. ("Ore", Pink Sheets: ORXE) and all of the outstanding Series A Convertible Preferred Stock of Ore, together representing approximately 93% of the outstanding Common Stock of Ore on an as converted basis, has agreed to acquire the remaining issued and outstanding shares of Ore pursuant to a definitive Agreement and Plan of Merger (the "Merger Agreement") entered into today by and among Ore, Steel and Ore Merger Sub, Inc., an entity controlled by Steel (the "Merger Sub"). The Merger Agreement was unanimously approved by both a Special Committee of the Board of Directors of Ore consisting solely of an independent director and the entire Board of Directors of Ore.
Under the terms of the Merger Agreement, Merger Sub will be merged with and into Ore, with Ore surviving as a wholly owned subsidiary of Steel (the "Merger"), and all holders of outstanding Common Stock of Ore (other than Steel, and holders who properly exercise appraisal rights of Section 262 of the General Corporation Law of the State of Delaware) will receive $0.20 per share in cash for each share of Common Stock of Ore they own at the effective time of the Merger.
The Merger is subject to certain customary closing conditions, including stockholder approval, and the parties anticipate the closing of the Merger to occur within 30 days.
In evaluating the Offer, the Special Committee retained Cassel Salpeter & Co. LLC to provide financial analyses with respect to the Ore stock. In announcing the transaction, Terry Gibson, President and Chief Executive Officer of Ore, said Ore's Common Stock has been thinly traded and essentially illiquid and the transaction provides liquidity to Ore's stockholders while at the same time preserving Ore's net operating loss.