WHX Corporation Announces That it Will Consummate Tender Offer for Bairnco Corporation

RYE, N.Y., April 12 /PRNewswire/ -- WHX Corporation (Pink Sheets: WXCP) ("WHX") announced today that, as permitted by the merger agreement between Steel Partners II, L.P. ("Steel Partners II") and Bairnco Corporation ("Bairnco"), WHX has acquired, for nominal consideration, Steel Partners II's entire interest in BZ Acquisition Corp. ("BZ Acquisition"), which has commenced a cash tender offer to purchase all of the outstanding shares of Bairnco for $13.50 per share.

The transfer of BZ Acquisition from Steel Partners II to WHX did not and will not change any of the conditions to the offer or add a financing or any other condition to the offer. Subject to the satisfaction of the conditions to the offer, BZ Acquisition will consummate the offer as a wholly owned subsidiary of WHX. The tender offer is currently scheduled to expire at 5:00 p.m., New York City time, on Friday, April 13, 2007. As of the close of business on April 11, 2007, a total of 4,764,902 shares had been tendered in and not withdrawn from the offer, which, together with the shares owned by Steel Partners II and its affiliates, represents approximately 80% of the total shares outstanding of Bairnco.

Steel Partners II has agreed to provide the financing to WHX and BZ Acquisition required to consummate the offer and to pay related fees and expenses. This financing consists of up to a $90 million bridge loan from Steel Partners II to BZ Acquisition, which will be guaranteed by WHX on an unsecured basis and by certain of Bairnco's subsidiaries, and a $15 million loan from Steel Partners II to WHX, which will be unsecured at the WHX level and guaranteed by Bairnco and certain of its subsidiaries. Obligations under these loans will be secured by junior liens on the assets of Bairnco and certain of its subsidiaries and capital stock of certain of Bairnco's subsidiaries. Bairnco's and its subsidiaries' obligations under these loans, and the related security interests, will be subordinated to the indebtedness and related security interests under Bairnco's existing senior credit facility.

Important Information Regarding the Tender Offer

BZ Acquisition Corp., a wholly owned subsidiary of WHX, has commenced a tender offer to purchase all of the outstanding shares of common stock (and associated preferred stock purchase rights) of Bairnco at $13.50 per share, net to the seller in cash, without interest. The offer is currently scheduled to expire at 5:00 P.M., New York City time, on Friday, April 13, 2007, unless the offer is extended.

MacKenzie Partners, Inc. is the Information Agent for the tender offer and any questions or requests for the Amended and Restated Offer to Purchase and related materials with respect to the tender offer may be directed to MacKenzie Partners, Inc.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE OFFER TO BUY BAIRNCO'S COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN AMENDED AND RESTATED OFFER TO PURCHASE AND RELATED MATERIALS FILED (AND THAT WILL BE FILED) WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS MAY OBTAIN THE AMENDED AND RESTATED OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR BY CONTACTING MACKENZIE PARTNERS, INC. TOLL-FREE AT [phone] OR COLLECT AT [phone] OR VIA EMAIL AT [e-mail].

For additional information: Daniel Sullivan and Bob Sandhu MacKenzie Partners, Inc. [phone]