Claymont Steel Holdings, Inc. - Current report filing (8-K)
December 11 2007 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2007
CLAYMONT STEEL HOLDINGS, INC.
(Exact name of registrant specified in its charter)
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Delaware
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1-33212
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20-2928495
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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4001 Philadelphia Pike, Claymont, Delaware
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19703
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone, including area code: (302) 792-5400
Not applicable.
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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On
December 9, 2007, Claymont Steel Holdings, Inc. (the Company) entered into an agreement and plan of merger (the Merger Agreement) with Evraz Group S.A. (Evraz) and Titan Acquisition Sub, Inc., a wholly owned
subsidiary of Evraz Group S.A. (the Purchaser), pursuant to which Evraz, through the Purchaser, will commence an offer to purchase all of the outstanding shares of the Company at a purchase price of $23.50 per share in cash (the
Offer). Following the consummation of the Offer, the Purchaser will merge with and into the Company (the Merger).
The closing of the Offer is subject to customary closing conditions, including (i) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (ii) Evraz
acquiring a majority of the outstanding shares of the Company on a fully diluted basis. Depending on the number of shares held by Evraz and the Purchaser after the Purchasers acceptance of the shares properly tendered in connection with the
Offer, approval of the Merger by the holders of the outstanding shares of the Companys common stock may be required.
In the Merger
Agreement, the Company granted to Evraz and the Purchaser an irrevocable option (the Top Up Option) to purchase, at a per share price equal to the Offer Price, shares of the Companys common stock equal to the number of shares of
the Companys common stock that, when added to the number of shares of the Companys common stock owned by Evraz and the Purchaser immediately following consummation of the Offer, equals one share more than 90% of the shares of the
Companys common stock then outstanding on a fully diluted basis. The Top Up Option is exercisable only after Evraz and the Purchaser own at least 80% of the outstanding shares of the Companys common stock, and is not exercisable if
the number of shares of the Companys common stock that would need to be issued exceeds the number of authorized but unissued shares of the Companys common stock.
The Merger Agreement includes customary representations, warranties and covenants of the Company, Evraz and the Purchaser. The Company has agreed to
operate its business in the ordinary course until the Merger is consummated. The Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and to certain restrictions on its
ability to respond to any such proposals. The Merger Agreement also includes customary termination provisions for both the Company and Evraz.
Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Evraz a termination fee of $12.4 million. The Merger Agreement further provides that upon the occurrence of certain events, the
Company must reimburse Evraz for out-of-pocket expenses incurred in connection with the Merger Agreement, in an amount not to exceed $2.15 million.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the Company to Evraz and the Purchaser in connection with
the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and
warranties in the Merger Agreement were used for the purpose of allocating risk between the Company and Evraz and the Purchaser, rather than establishing matters as facts. In addition, some of these representations and warranties may not be accurate
or complete as of any particular date because they are subject to a contractual standard of materiality that is different from that generally applicable to public disclosures by the Company and Evraz. Accordingly, investors should not rely on
the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about the Company, Evraz or the Purchaser.
The Company and Evraz issued a joint press release on December 10, 2007 announcing the execution of the Merger Agreement. A copy of the press release is included as Exhibit 99.1 to this report and is
incorporated in this report by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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2.1
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Agreement and Plan of Merger dated as of December 9, 2007, among the Company, Evraz and the Purchaser.
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99.1
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Joint Press Release, dated December 10, 2007, of Evraz Group S.A. and Claymont Steel Holdings, Inc. regarding execution of the Merger Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLAYMONT STEEL HOLDINGS, INC.
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Date: December 11, 2007
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By:
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/s/ Allen Egner
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Name:
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Allen Egner
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Title:
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Interim Chief Financial Officer
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