ShoreView Industries entered into an agreement to acquire P&F Industries, Inc. from Lawndale Capital Management LLC and Others for $41 million.
The proposed transaction has been unanimously approved by the P&F and ShoreView board of directors. The proposed transaction has been approved by shareholders of ShoreView. The transaction is subject to approval by holders of a majority of the shares not owned by Horowitz, consent of one of the Company's significant customers and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2023.
Richard J. Grossman of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the Special Committee of P&F Industries. East Wind Securities acted as financial advisor and fairness opinion provider to P&F and Steven J. Kuperschmid of Ruskin Moscou Faltischek, P.C. acted as legal advisor to P&F. Jeffrey N. Smith and Matthew D. Stoker of Sidley Austin LLP acted as legal advisor to ShoreView. P&F has retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $7,500 plus expenses. P&F has agreed to pay East Wind a transaction fee that is estimated at approximately $1.050 million, of which $850 thousand is contingent upon consummation of the Merger.