MILPITAS, Calif. & LOS GATOS, Calif.–(BUSINESS WIRE)–Feb. 13, 2012– Steel Excel Inc. (Other OTC:SXCL.PK) (Steel Excel) and BNS Holding, Inc. (Other OTC:BNSSA.PK) (“BNS”) announced today that they are engaged in preliminary discussions regarding a possible acquisition by Steel Excel of BNS. BNS is a holding company the operating subsidiary of which is Sun Well Services, Inc, a provider of premium well services to oil and gas exploration and production companies operating in the Williston Basin in North Dakota and Montana.
Steel Partners Holdings LP and its affiliates own approximately 85% of BNS. BNS has appointed a special committee of its independent director to consider the transaction on behalf of its unaffiliated stockholders. Steel Partners also owns approximately 40% of Steel Excel. Steel Excel has appointed a special committee of independent directors to consider and negotiate the transaction. No assurances can be given that an agreement between the parties can be reached or, if an agreement is reached, that any such transaction will be completed. Neither Steel Excel nor BNS intend to make any further public announcement concerning this possible transaction unless and until a definitive agreement has been signed.
Steel Excel recently announced its acquisition of the business and assets of Eagle Well Services, a leader in the oilfield service industry serving customers in the Williston basin in North Dakota and Montana. In December 2011, Steel Excel announced that it had purchased all of the business and assets of Rogue Pressure Services, LLC, a leader in the oilfield service industry located primarily in Williston, North Dakota and Eagle Ford, Texas.
About Steel Excel Inc.
Steel Excel’s business is to identify and acquire profitable business operations in which it can utilize its existing working capital and maximize the use of Steel Excel’s net operating losses. The identification of new business operations includes, but is not limited to, businesses in the oilfield services, sports, training, education, entertainment and lifestyle industries. More information is available at Steel Excel’s web site: www.steelexcel.com.
Safe Harbor Statement
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements such as “will,” “believe,” “are projected to be” and similar expressions are statements regarding future events or the future performance of Steel Excel, and include statements regarding projected operating results. These forward-looking statements are based on current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks include, but are not limited to: Steel Excel’s ability to identify suitable acquisition candidates or business and investment opportunities; the ability to realize the benefits of our net tax operating losses; the possibility of being deemed a “shell company” under the federal securities laws, which may adversely impact our ability to offer our stock to officers, directors and consultants, and would likely increase the costs of registration compliance following the completion of a business combination; the possibility of being deemed an investment company under the Investment Company Act of 1940, as amended, which may make it difficult for us to complete future business combinations or acquisitions; the potential need to record additional impairment charges for long-lived assets or marketable securities based on current market conditions; the necessity to record material tax provisions or pay additional tax payments in the future as a result of estimates for tax provisions that materially differ from actual outcomes and tax audits and redetermination by the United States and foreign taxing authorities in which we operate or formerly operated; the ability to reduce our operating costs; general economic conditions and our expected liquidity in future periods. For a more complete discussion of risks related to our business, reference is made to the section titled “Risk Factors” included in our Transition Report on Form 10-K for the nine month period ended December 31, 2010 on file with the Securities and Exchange Commission. Except as required by law, we assume no obligation to update any forward-looking information that is included in this release.
Source: Steel Excel Inc.
Steel Excel Inc.
Investor Relations, 408-957-7811
BNS Holding, Inc.
Terry Gibson, 401-848-6300 (Investor Relations)