P&F Industries to be acquired by ShoreView Industries for $13.00 per share

P&F Industries 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. 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. 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.