P&F INDUSTRIES, INC. SHAREHOLDERS APPROVE ACQUISITION BY SHOREVIEW INDUSTRIES (2024)

MELVILLE, N.Y., Dec. 19, 2023 /PRNewswire/ -- P&F Industries, Inc. ("P&F" or the "Company") (NASDAQ: PFIN) today announced that its shareholders approved a proposal to adopt the merger agreement entered into between the Company and Shoreview Industries at a Special Meeting of Shareholders held on December 19, 2023. As previously announced, under the terms of the transaction, P&F shareholders will receive $13.00 per share in cash.

"We thank our shareholders for their strong support of this transaction," said Richard Horowitz, Chairman of the Board, Chief Executive Officer and President. "We look forward to completing the transaction with Shoreview to deliver immediate and premium value to our investors and better serve our global customers."

The affirmative vote of the majority of the shares of common stock of the Company outstanding and entitled to vote thereon and the affirmative vote of a majority of the votes cast at the Special Meeting by stockholders other than Richard A. Horowitz, as applicable, voted to adopt the Merger Agreement. P&F will provide final vote results for the Special Meeting, as certified by the independent Inspector of Election, on a Form 8-K with the U.S. Securities and Exchange Commission.

P&F now expects to complete the transaction later this week, subject to customary closing conditions.

Advisors

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee. East Wind Securities initiated the transaction and is serving as exclusive 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 DIY 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 [emailprotected].

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 circ*mstances that could give rise to the termination of the Merger Agreement; (ii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (iii) uncertainty as to the timing of completion of the proposed transaction; (iv) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (v) potential litigation relating to the proposed transaction that could be instituted against the Company or its respective directors and officers, including the effects of any outcomes related thereto; or (vi) possible disruptions from the proposed transaction that could harm the Company'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 circ*mstances 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 Current Report on Form 8-K.

SOURCE P&F Industries, Inc.