Evraz Completes Acquisition of Claymont Steel
January 25 2008 - 6:00AM
PR Newswire (US)
LUXEMBOURG and CLAYMONT, Del., Jan. 25 /PRNewswire-FirstCall/ --
Evraz Group S.A. (LSE:EVR) (Evraz) and Claymont Steel Holdings,
Inc. (NASDAQ:PLTE) (Claymont Steel) today announced that Evraz has
completed its acquisition of Claymont Steel via a "short-form"
merger of Titan Acquisition Sub, Inc., an indirect wholly owned
subsidiary of Evraz, with and into Claymont Steel pursuant to the
applicable provisions of Delaware law. As a result of the merger,
Claymont Steel is now an indirect wholly owned subsidiary of Evraz.
The merger followed the announcement on January 17, 2008 of the
successful closing of the cash tender offer by Titan Acquisition
Sub, Inc. to purchase all outstanding shares of common stock of
Claymont Steel for $23.50 per share, in which approximately 96.6%
of the shares were tendered (including shares delivered pursuant to
notices of guaranteed delivery). Payment has been made for the
tendered shares. Pursuant to the merger, each share of Claymont
Steel common stock not accepted for payment in the tender offer,
other than those as to which holders exercise dissenters' rights
and those held by Evraz or Claymont Steel or their respective
subsidiaries, has been converted into the right to receive the
$23.50 price per share that was paid in the tender offer, without
interest thereon and less any applicable stock transfer taxes and
withholding taxes. 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 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 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. Evraz Group S.A. is one of the largest
vertically-integrated steel and mining businesses. In 2007, Evraz
Group produced 16.3 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/. 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 or
DATASOURCE: Evraz Group S.A. CONTACT: Irina Kibina, Vice President,
Corporate Affairs and Investor Relations of Evraz Group S.A., +7
495 232 1370, ; John Dillard or Chris Mittendorf, +1-212-704-8174,
or 8134, , or , both of Edelman for Evraz Web site:
http://www.evraz.com/
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