Steel Partners Holdings L.P. (NYSE:SPLP) made a non-binding expression of interest to acquire remaining 62.4% stake in Steel Connect, Inc. (NasdaqGS:STCN) from Jack L. Howard, Warren G. Lichtenstein and others for $51.5 million on November 19, 2020. Steel Partners Holdings L.P. entered into an Agreement and Plan of Merger to acquire remaining 62.4% stake in Steel Connect, Inc. from Jack L. Howard, Warren G. Lichtenstein and others on June 12, 2022. Under the terms of transaction, for each share of Steel Connect's common stock, consideration consisting of cash and units of Steel Holdings' publicly traded 6% Series A Preferred Units, which would imply a value per share of the Issuer's common stock in the range of $0.65 to $0.72. As of June 12, 2022, The holders of Steel Connect's outstanding shares of common stock will receive $1.35 per share in cash and one contingent value right (“CVR”) to receive their pro rata share of net proceeds, to the extent such net proceeds exceed $80 million plus certain related costs and expenses, if Steel Connect's ModusLink subsidiary is sold during the two-year period following completion of the merger. Steel Connect shall pay, or cause to be paid, to Steel Partners Holdings L.P. a termination fee equal to $1.5 million and to reimburse the expenses of Steel Partners Holdings L.P. up to $1 million. The Merger Agreement includes a “go-shop” period that expires at 11:59 p.m. Eastern time on July 12, 2022, during which Steel Connect may actively solicit and consider alternative acquisition proposals. On March 24, 2022, Steel Holdings delivered a revised expression of interest in a potential combination of Steel Holdings and the Issuer (the “Enhanced Proposal”) to the Special Committee of the Board of Directors of the Issuer, which altered and increased the consideration proposed in its November 19, 2020 proposal. Under the Enhanced Proposal, the stockholders of the Issuer would receive cash consideration of $1.30 per share.

Steel Partners indicated in the proposal that it expects that a special committee of independent Directors appointed by the Board of Steel Connect and advised by independent legal and financial advisors will consider the proposal and make a recommendation to the Board. The transaction is subject to approval from by the Special Committee and subject to a non-waivable condition requiring approval by the holders of a majority of the outstanding shares Steel Connect and receipt of any required regulatory approvals and other customary conditions to closing. As of June 12, 2022, the board of directors of Steel Connect and Steel Partners Holdings L.P. unanimously approved the transaction. Steel Connect, Inc. shareholders will hold a meeting to approve the transaction on September 30, 2022. As of October 14, 2022, the Annual Meeting will reconvene on October 28, 2022 and The Company's Board of Directors recommends that the Company's stockholders vote “FOR” each of the proposals at the reconvened Annual Meeting. The record date for stockholders entitled to vote at the Annual Meeting remains August 19, 2022. The closing of the merger is not subject to a financing condition and is expected to occur in the second half of 2022.

Houlihan Lokey is serving as the financial advisor and fairness opinion provider to the Special Committee of Steel Connect, and Imperial Capital is serving as the financial advisor to Steel Partners. Victor H. Boyajian, Ira L. Kotel, and Ilan Katz of Dentons US LLP is serving as legal counsel to the Special Committee and Colin J. Diamon, Andrew J. Ericksen and Adam Cieply of White & Case LLP is serving as legal counsel to Steel Connect. Alan I. Annex and Brian H. Blaney of Greenberg Traurig, LLP is serving as legal counsel to Steel Partners. American Stock Transfer & Trust Company, LLC acted as transfer agent to Steel Connect, Inc. MacKenzie Partners, Inc. acted as proxy solicitor to Steel Connect, Inc. for a fee of $25,000. Houlihan Lokey Capital, Inc. will receive an advisory fee of $3.125 million for its services, $500,000 of which became payable upon delivery of Houlihan Lokey's opinion.

Steel Partners Holdings L.P. (NYSE:SPLP) cancelled the acquisition of remaining 62.4% stake in Steel Connect, Inc. (NasdaqGS:STCN) from Jack L. Howard, Warren G. Lichtenstein and others on November 15, 2022. The transaction was terminated following the failure to approve the transaction by a majority of the outstanding shares of common stock Steel Connect not owned, directly or indirectly, by Steel Partners, any other officers or directors of the Company or any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary, as required pursuant to the terms of the merger agreement. As a result of the termination, Steel Connect will not become a wholly owned subsidiary of Steel Partners and will remain a publicly traded company on NASDAQ under the symbol “STCN”.