Handy & Harman (HNH) – Odd Lot Tender Offer – no upside currently

Current Price – $26.19

Offer Price – $26.00

Upside – no upside currently

Expiration date – 5 September 2014

Odd lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

Handy & Harman Ltd., a Delaware corporation is offering to purchase for cash, up to $60 million in value of shares of its common stock, par value $0.01 per share, at a price, net to the seller, less any applicable withholding taxes and without interest, of $24.00 per share.

Our directors, executive officers and affiliates have advised us that they do not intend to tender any of their shares of common stock in the Offer. DGT Holdings Corp., which is 82.7% owned by Steel Partners Holdings L.P. (“Steel Holdings”), which itself owns 56.1% of the Company, intends to tender into the Offer its 97,550 shares of the Company’s common stock. No other affiliates of the Company or Steel Holdings intend to tender any of their shares of the Company in the Offer.

No proration for Odd Lot holders:

If more than $60 million in value of shares of our common stock are properly tendered and not properly withdrawn prior to the Expiration Date for the Offer, we will purchase shares as follows:

first, from all holders of “small lots” of less than 100 shares who properly tender all of their shares and do not properly withdraw them before the Expiration Date for the Offer; and

second, from all other stockholders who properly tender shares and do not properly withdraw them before the applicable Expiration Date, on a pro rata basis.

Source of Funds:

The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the shares of common stock, together with related fees and expenses, to be approximately $60,090,000. We plan to fund any purchase of the shares of common stock pursuant to the Offer, including the related fees and expenses, using available cash that we received pursuant to borrowings under a Senior Credit Facility