On June 4, 2013, it was announced that the Hallwood Group Incorporated, registered in Delaware, Hallwood Financial Limited, incorporated in the British Virgin Islands, and HFL Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Hallwood Financial Limited, entered into an Agreement and Plan of Merger, providing that HFL Merger Corporation will merge with and into the Hallwood Group Incorporated. Upon the terms of the agreement, the Hallwood Group will continue as the surviving corporation and a wholly-owned subsidiary of BVI-registered Hallwood Financial Limited.
The BVI company is controlled by Anthony J. Gumbiner, Chairman and CEO of the Delaware corporation, and Hallwood Financial Limited currently owns 1,001,575, or 65.7%, of the issued and outstanding shares of common stock of the Group, per value $0.10 per share.
The Hallwood Group Incorporated received a proposal from the BVI company in November 2012, to acquire all of the outstanding shares of common stock of the Group, not beneficially owned by Hallwood Financial, at a cash purchase price of US$10.00 per share. Then a special committee was formed to consider the proposal and to make a recommendation to the Board of Directors of the Group. The Board of Directors of the Group, upon the unanimous recommendation of the special committee, determined and declared it advisable to enter into the Merger Agreement, as well as approved the execution, delivery and performance of the Merger Agreement, and recommended adoption of the Agreement by the company stockholders. Stockholders will be asked to vote at a special stockholders meeting that will be held on a date to be announced.
