Business & Finance
Business and Finance
Business and Finance
Fri, January 2, 2009
Wed, December 31, 2008 WebFinancial Corp Stockholders Approve Merger into WebFinancial L.P. -- Completes Conversion from a Corporation to a Limited Pa
NEW YORK--([ BUSINESS WIRE ])--WebFinancial Corporation (Pink Sheets:WEFN) today announced that it has completed through a merger transaction its conversion into a publicly traded limited partnership. Additionally, WebFinancial L.P., the successor to WebFinancial Corporation, today announced the completion of an exchange agreement (the "Exchange") under which Steel Partners II Master Fund L.P. will transfer effective January 1, 2009 to WebFinancial L.P. its entire limited partnership interest in Steel Partners II L.P. As a result of the Exchange, Steel Partners Master II Fund, L.P. will own approximately 99% of the limited partnership interests in WebFinancial L.P.
The Exchange follows a vote by WebFinancial Corporation stockholders on December 29, 2008, approving the merger of WebFinancial Corporation into WebFinancial L.P., a Delaware limited partnership and a wholly-owned subsidiary of WebFinancial Corporation, with WebFinancial L.P. as the surviving entity. As a result of the merger, each share of WebFinancial Corporation common stock outstanding immediately prior to the merger has been converted into and became one unit of limited partnership interest in WebFinancial L.P. Following the merger, there is expected to be a delay in the ability to transact trades in WebFinancial L.P.'s limited partnership units on the Pink Sheets pending completion of NASDAQ OMX's review. The merger and the Exchange were approved by an independent, Special Committee of the Board of WebFinancial Corporation.
WebFinancial L.P. will become a diversified holding company with interests in a variety of businesses, including industrial products, energy, aerospace and defense, banking, insurance and food & beverage. The company will be managed by Steel Partners LLC and intends to seek a listing on a national stock exchange.
The Exchange transaction is subject to confirmation by Steel Partners II Master Fund, L.P. on or before June 30, 2009. If there is no confirmation then WebFinancial L.P. will return the limited partnership interests in Steel Partners II, L.P. to Steel Partners II Master Fund L.P. and Steel Partners II Master Fund L.P. will return the limited partnership interests of WebFinancial L.P. and Steel Partners II, L.P. will again be a limited partner of WebFinancial L.P. and Steel Partners II, L.P. will be a wholly-owned subsidiary of Steel Partners II Master Fund L.P.
About Steel Partners II, L.P.
Steel Partners II, L.P., managed by Steel Partners LLC, is a private investment partnership which owns interests in a variety of businesses, including industrial products, energy, aerospace and defense, banking, insurance and food & beverage.
About WebFinancial L.P.
WebFinancial L.P. operates, through its operating subsidiary, WebBank, a Utah Industrial Loan Corporation.
