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Slide #18. Hallwood Financial Limited — HFL Merger Corporation
Hallwood Financial Limited (HWG)
HFL Merger Corporation
The Hallwood Group Incorporated (NYSE MKT: HWG), a Delaware corporation (the "Company"), today announced that on June 4, 2013 the Company, Hallwood Financial Limited, a corporation organized under the laws of the British Virgin Islands ("Parent"), and HFL Merger Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is controlled by Anthony J. Gumbiner, Chairman and Chief Executive Officer of the Company and Parent currently owns 1,001,575, or 65.7%, of the issued and outstanding shares of common stock, par value $0.10 per share, of the Company (such shares, collectively, the "Company Common Stock," and, each, a "Share").
Hallwood Group is a holding company. Through its subsidiary, Brookwood Companies Incorporated (Brookwood), Co. is engaged in the textile products industry. Brookwood is an integrated textile firm that develops and produces fabrics and related products through finishing, treating and coating processes. Brookwood's subsidiary, Kenyon Industries, Inc., provides dyeing, finishing, coating and printing of woven synthetic products. Another of Brookwood's subsidiary, Brookwood Laminating, Inc., provides laminating services for fabrics used in military clothing and equipment, sailcloth, medical equipment, industrial applications and consumer apparel.
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