Special Committee of the Board of JPS Industries Updates Stockholders on Conduct of Steel Agents
January 19, 2015
GREENVILLE, SC – Since the Special Committee of the Board of Directors (the “Special Committee”) of JPS Industries, Inc. (Pink Sheets: JPST) (the “Company”) responded on January 9, 2015 to the letter sent to it by Handy & Harman Ltd. (HNH) (“HNH”) on December 30, 2014, HNH, Steel Partners Holdings L.P., the largest single holder of the Company’s stock and an affiliate of HNH, and their representatives (the “Steel Agents”) have continued efforts to attempt to conceal from the stockholders of the Company the true value of the Company’s stock. The Special Committee felt compelled that the stockholders of the Company have a right to know the true value of the Company’s stock, yet one or more Steel Agents have attempted to stop the Company’s disclosure of such information.
On January 14, 2015, the Company announced its fourth quarter and full year 2014 financial results. In this announcement, the Company’s Chief Executive Officer, Mr. Mikel Williams, discussed reasons as to why the Company’s “Over-the-Counter” stock price did not reflect the true value of the Company’s stock. Mr. Williams went on to state in the announcement that the mid-point of the valuation range for fiscal year end 2014 was$13.00 per share based on an independent valuation of the Company’s stock, which the Special Committee notes is significantly more than the $10.00 per share offer (subject to potential reductions) made by HNH onDecember 30, 2014. One or more Steel Agents on the Board of Directors of the Company (the “Board”) fought the disclosure of Mr. Williams’ explanation in the announcement as to why the Company’s OTC stock price undervalues the Company’s stock.
The Steel Agents on the Board, Mr. Jack Howard and Mr. John Quicke, voted against not only approval of the Company’s press release issued on January 14, 2015, but also against the Company’s 2014 financial statements. The Special Committee believes that Messrs. Howard and Quicke voted against the issuance of the press release and the Company’s 2014 financial statements because such information shows to the Company’s stockholder the Company’s strong financial position and a stock value that well exceeds the $10.00per share offer (subject to potential reductions) made in HNH’s offer on December 30, 2014.
The Special Committee would also like to clarify from Part XI of its letter sent to HNH on January 9, 2015 that it was Mr. Howard, Chairman of the Board, who attempted to cause Mr. Williams not to drum up interest among potential investors in the Company in hopes of keeping the stock price down.
The Special Committee believes that the Company’s stock is worth significantly more than the $10.00 per share offer by HNH, which is subject to potential reductions. The Special Committee is continuing to work diligently on behalf of all stockholders of the Company to ensure that in any acquisition of the Company, the Company’s stockholders will realize a true and fair value for their investment in the Company.
