P&F Industries, Inc. (NASDAQ: PFIN) today announced that it has entered into a definitive agreement to be acquired by ShoreView Industries in an all-cash transaction for $13.00 per share. The purchase price represents an approximately 97% premium to the closing stock price of the Company’s stock on October 12, 2023, the last trading day prior to announcing the transaction.
“We are pleased to reach this agreement with ShoreView, which provides significant premium cash value to our shareholders,” said Richard Horowitz, Chairman of the Board, Chief Executive Officer and President. “Following comprehensive outreach to potential parties, our Board determined that ShoreView is the right partner for P&F that brings deep knowledge within the manufacturing industry. As a private company, the Company will have additional financial and operational flexibility to pursue our strategy to better serve customers across our markets.”
Tom D’Ovidio, Partner at ShoreView, said, “P&F brands are backed by talented teams that have worked hard to establish their reputation as a customer-focused, leading engineered solutions manufacturer. Through this partnership, we look forward to leveraging our sector expertise and resources to continue building on P&F’s longstanding heritage of providing high value tools for customers.”
Transaction Details
The proposed transaction has been unanimously approved by the P&F Board of Directors at the recommendation of a Special Committee of independent directors. ShoreView intends to fund the transaction with a combination of cash from ShoreView Capital Partners IV, LP and committed financing, which is not subject to any contingency.
The transaction is expected to close in the fourth quarter of 2023, subject to approval by holders of a majority of the shares not owned by Mr. Horowitz, consent of one of the Company’s significant customers and other customary closing conditions. There can be no assurance that all of the approvals and consents will be obtained.
Following completion of the transaction, P&F will become a wholly owned subsidiary of ShoreView and P&F’s common stock will no longer be listed on any public market.
Mr. Horowitz, representing 45.2% of the Company’s outstanding shares, has entered into an agreement pursuant to which he has agreed to vote in favor of the transaction.
Advisors
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee. East Wind Securities is serving as 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 retail 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.
