Evraz Commences Tender Offer to Acquire Claymont Steel
December 18 2007 - 6:07AM
PR Newswire (US)
LUXEMBOURG and CLAYMONT, Del., Dec. 18 /PRNewswire-FirstCall/ --
Evraz Group S.A. (LSE:EVR) (Evraz) and Claymont Steel Holdings,
Inc. (NASDAQ:PLTE) (Claymont Steel) today announced that Evraz is
commencing, through its wholly owned subsidiary Titan Acquisition
Sub, Inc., a cash tender offer to purchase all outstanding shares
of common stock of Claymont Steel. The tender offer is being made
pursuant to a previously announced definitive agreement among
Evraz, Titan Acquisition Sub, Inc. and Claymont Steel dated
December 9, 2007. Upon the successful closing of the tender offer,
Claymont Steel stockholders will receive $23.50 in cash for each
share of Claymont Steel common stock tendered in the offer, less
any applicable stock transfer taxes and withholding taxes.
Following the purchase of shares in the tender offer, Claymont
Steel will become a subsidiary of Evraz. Evraz today will file with
the Securities and Exchange Commission a tender offer statement on
Schedule TO setting forth in detail the terms of the tender offer.
Claymont Steel today will file with the Commission a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of Claymont
Steel's board of directors that Claymont Steel stockholders accept
the tender offer and tender their shares in the tender offer. As
previously announced, Claymont Steel's board of directors has
unanimously concluded that the merger agreement and the
transactions contemplated thereby (including the tender offer and
the merger) are advisable and are fair to and in the best interests
of Claymont Steel and Claymont Steel's stockholders. The tender
offer will expire at 12:00 midnight on January 16, 2008, unless
extended in accordance with the merger agreement and the applicable
rules and regulations of the Securities and Exchange Commission.
The offer will be subject to customary conditions, including
anti-trust clearance and the acquisition by Evraz of a majority of
Claymont Steel's shares on a fully diluted basis. ABN AMRO
Incorporated is acting as exclusive financial advisor to Evraz and
will be the dealer-manager for the tender offer. Jefferies &
Company, Inc. is acting as lead financial advisor to Claymont Steel
in the transaction, and both Jefferies & Company, Inc. and
Western Reserve Partners LLC delivered fairness opinions to
Claymont Steel's board of directors. Cleary Gottlieb Steen &
Hamilton LLP is acting as legal counsel to Evraz, and Morgan, Lewis
& Bockius LLP is acting as legal counsel to Claymont Steel. The
description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of Claymont Steel. Evraz
and Titan Acquisition Sub, Inc. will file with the Securities and
Exchange Commission a tender offer statement on Schedule TO and
will mail an offer to purchase, forms of letter of transmittal and
related documents to Claymont Steel stockholders. Claymont Steel
will file with the Securities and Exchange Commission and will mail
to Claymont Steel stockholders a solicitation/recommendation
statement on Schedule 14D-9. These documents contain important
information about the tender offer, and stockholders of Claymont
Steel are urged to read them carefully when they become available.
Stockholders of Claymont Steel will be able to obtain a free copy
of these documents (when they become available) at
http://www.evraz.com/ and the website maintained by the Securities
and Exchange Commission at http://www.sec.gov/ or by contacting the
information agent for the tender offer, MacKenzie Partners, Inc.,
at , (212) 929-5500 (call collect) or (800) 322-2885 (toll free).
In addition, stockholders will be able to obtain a free copy of
these documents (when they become available) from Evraz by
contacting Evraz at or +7 495 232 1370, attention: Investor
Relations, or from Claymont Steel by contacting Claymont Steel at
or (302) 792-5400, attention: Allen Egner. Forward Looking
Statements This press release contains forward-looking statements,
including statements regarding the expected benefits of the
acquisition, which involve a number of risks and uncertainties.
These statements are based on Evraz's and Claymont Steel's current
expectations and beliefs. Actual results could differ materially
from the results implied by these statements. Factors that may
cause or contribute to such differences include: the risk that the
conditions to the offer or the merger set forth in the merger
agreement will not be satisfied, changes in both companies'
businesses during the period between now and the closing,
developments in obtaining regulatory approval for the transaction;
the successful integration of Claymont Steel into Evraz's business
subsequent to the closing of the acquisition; competitive products
and pricing, as well as fluctuations in demand; cost and
availability of raw materials; potential equipment malfunction; and
plant construction and repair delays; the ability to retain key
management and technical personnel of Claymont Steel; adverse
reactions to the proposed transaction by customers, suppliers and
strategic partners and other risks described in Claymont Steel's
report on Form 10-K filed with the Securities and Exchange
Commission (SEC) for the fiscal year ended December 31, 2006, as
amended. Claymont Steel and Evraz are under no obligation to (and
expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information,
future events or otherwise. For further information: Evraz Group
S.A. Irina Kibina Vice President Corporate Affairs and Investor
Relations Tel: +7 495 232 1370 Edelman, for Evraz: John Dillard /
Chris Mittendorf Tel: +1 212 704 8174 / 8134 e-mail: Claymont Steel
Holdings, Inc. Allen Egner Chief Financial Officer Telephone:
302-792-5400 Email: Evraz Group S.A. is one of the largest
vertically-integrated steel and mining businesses. In 2006, Evraz
Group produced 16.1 million tonnes of crude steel. Evraz Group's
principal assets include three of the leading steel plants in
Russia: Nizhny Tagil (NTMK) in the Urals region and West Siberian
(Zapsib) and Novokuznetsk (NKMK) in Siberia, as well as Palini e
Bertoli in Italy, Evraz Vitkovice Steel in the Czech Republic, and
Evraz Oregon Steel Mills headquartered in the USA. Its fast-growing
mining businesses comprise Evrazruda, the Kachkanarsky (KGOK) and
Vysokogorsky (VGOK) iron ore mining complexes, Yuzhkuzbassugol
company and an equity interest in the Raspadskaya coal company. The
mining assets enable Evraz Group to be a vertically- integrated
steel producer. Evraz Group also owns and operates the Nakhodka
commercial sea port, in the Far East of Russia. Evraz vanadium
operations comprise Strategic Minerals Corporation, USA, and
Highveld Steel and Vanadium Corporation, South Africa. For further
information visit http://www.evraz.com/. Claymont Steel
manufactures and sells custom discrete steel plate in North
America. Claymont Steel's headquarters and manufacturing facilities
are located in Claymont, Delaware. More information is available at
http://www.claymontsteel.com/. DATASOURCE: Evraz Group S.A.
CONTACT: Irina Kibina, Vice President, Corporate Affairs and
Investor Relations, Evraz Group S.A., +7-495-232-1370, ; or John
Dillard, +1-212-704-8174, , or Chris Mittendorf, +1-212-704-8134, ,
both of Edelman, for Evraz; or Allen Egner, Chief Financial
Officer, Claymont Steel Holdings, Inc., +1-302-792-5400, Web site:
http://www.evraz.com/ http://www.claymontsteel.com/
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