Extends Its Tender Offer for Bairnco Shares to Monday, January 29, 2007 NEW YORK, Dec. 29 /PRNewswire/ -- Steel Partners II, L.P. ("Steel Partners II") announced today that it is filing with the Securities and Exchange Commission a preliminary consent solicitation statement relating to the solicitation of written consents from stockholders of Bairnco Corporation (NYSE: BZ; "Bairnco") to take certain actions to facilitate its cash tender offer to purchase all of the outstanding shares of Bairnco for $12.00 per share, including removing the current members of Bairnco's board of directors and replacing them with five individuals nominated by Steel Partners II. Warren Lichtenstein, the managing member of Steel Partners II, said, "We believe that the current directors of Bairnco are not acting, and will not act, in stockholders' best interests with respect to our tender offer. The Bairnco board of directors has refused to take the steps necessary to allow stockholders to receive the cash tender offer price for their shares, including opting out of Section 203 of the Delaware General Corporation Law and redeeming the 'poison pill' rights plan that the board implemented in response to our tender offer. As a result, in order to allow Bairnco stockholders to decide the future of their company for themselves, we intend to commence a consent solicitation to replace Bairnco's current directors with five highly qualified individuals who will have the ability, subject to their fiduciary duties, to facilitate our tender offer." Steel Partners II further announced today that it has extended its cash tender offer for all of the common stock of Bairnco not already owned by it or its subsidiaries to 5:00 P.M., New York City time, on Monday, January 29, 2007. The tender offer was previously set to expire at 5:00 P.M., New York City time, on Friday, December 29, 2006. As of the close of business on December 28, 2006, a total of 2,030,726 shares had been tendered in and not withdrawn from the offer, which together with the shares owned by Steel Partners II and its subsidiaries (including BZ Acquisition Corp.), represents approximately 43.1% of the total shares outstanding of Bairnco. Important Information Regarding the Tender Offer BZ Acquisition Corp., a wholly-owned subsidiary of Steel Partners II, has commenced a tender offer to purchase all of the outstanding shares of common stock (and associated preferred stock purchase rights) of Bairnco at $12.00 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 Monday, January 29, 2007, unless the offer is extended. MacKenzie Partners, Inc. is the Information Agent for the tender offer and any questions or requests for the 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 OFFER TO PURCHASE AND RELATED MATERIALS THAT STEEL PARTNERS II HAS FILED (AND WILL FILE) 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 OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM STEEL PARTNERS II BY CONTACTING MACKENZIE PARTNERS, INC. TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT . Important Information Regarding the Consent Solicitation Steel Partners II, together with the other Participants (as defined below), intends to make a preliminary filing with the Securities and Exchange Commission (the "SEC") of a consent solicitation statement relating to the solicitation of written consents from Bairnco stockholders. STEEL PARTNERS II STRONGLY ADVISES ALL STOCKHOLDERS OF BAIRNCO TO READ THE CONSENT SOLICITATION STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT SOLICITATION STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT http://www.sec.gov/. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT SOLICITATION STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' CONSENT SOLICITOR, MACKENZIE PARTNERS, INC., TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT . THE PARTICIPANTS IN THE CONSENT SOLICITATION ARE ANTICIPATED TO BE STEEL PARTNERS II, STEEL PARTNERS, L.L.C., BZ ACQUISITION CORP., WARREN G. LICHTENSTEIN, HUGH F. CULVERHOUSE, JOHN J. QUICKE, ANTHONY BERGAMO AND HOWARD M. LEITNER (COLLECTIVELY, THE "PARTICIPANTS"). STOCKHOLDERS OF BAIRNCO MAY OBTAIN INFORMATION REGARDING THE PARTICIPANTS' DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, IN BAIRNCO BY REFERRING TO THE SCHEDULE 14A TO BE FILED BY STEEL PARTNERS II WITH THE SEC LATER TODAY. Any forward-looking statements contained in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, among others: the willingness of Bairnco stockholders to tender their shares in the tender offer and the number and timing of shares tendered; the receipt of third party consents to the extent required for the acquisition; and satisfaction of the various closing conditions. Other important factors that could cause actual results to differ materially are included but are not limited to those listed in Bairnco's periodic reports and registration statements filed with the Securities and Exchange Commission. Steel Partners II undertakes no obligation to update information contained in this release. For additional information: Media Jason Booth and Terry Fahn Sitrick And Company, Inc. (310) 788-2850 Investors and Analysts Daniel Sullivan and Bob Sandhu Mackenzie Partners, Inc. (212) 929-5500 DATASOURCE: Steel Partners II, L.P. CONTACT: Media, Jason Booth and Terry Fahn, both of Sitrick And Company, Inc., +1-310-788-2850, for Steel Partners II, L.P.; or Investors and Analysts, Daniel Sullivan and Bob Sandhu, both of Mackenzie Partners, Inc., +1-212-929-5500, for Steel Partners II, L.P.

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