Evraz Commences Tender Offer to Acquire Oregon Steel Mills
November 30 2006 - 8:44AM
PR Newswire (US)
LUXEMBOURG, and PORTLAND, Ore., Nov. 30 /PRNewswire-FirstCall/ --
Evraz Group S.A. (LSE:EVR) ("Evraz") and Oregon Steel Mills
(NYSE:OS) ("Oregon Steel") today announced that Evraz is
commencing, through its wholly owned subsidiary Oscar Acquisition
Merger Sub, Inc., a cash tender offer to purchase all outstanding
shares of common stock of Oregon Steel (including the associated
preferred stock purchase rights). The tender offer is being made
pursuant to a previously announced definitive agreement among
Evraz, Oscar Acquisition Merger Sub, Inc. and Oregon Steel dated
November 20, 2006. Upon the successful closing of the tender offer,
Oregon Steel stockholders will receive $63.25 in cash for each
share of Oregon Steel common stock tendered in the offer, less any
required withholding taxes. Following the purchase of shares in the
tender offer, Oregon 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. Oregon 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 Oregon Steel's board of directors that Oregon
Steel stockholders accept the tender offer and tender their shares
pursuant to the tender offer. As previously announced, Oregon
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 Oregon Steel and Oregon
Steel's stockholders. The tender offer will expire at 12:00
midnight on December 28, 2006, 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 and other regulatory
clearances and the acquisition by Evraz of a majority of Oregon
Steel's shares on a fully diluted basis. Credit Suisse is acting as
exclusive financial advisor to Evraz and will be the dealer-manager
for the tender offer. UBS Securities LLC is acting as lead
financial advisor to Oregon Steel in the transaction, and KeyBanc
Capital Markets delivered a fairness opinion to Oregon Steel's
board of directors. Cleary Gottlieb Steen & Hamilton LLP is
acting as legal counsel to Evraz, and Covington & Burling LLP
and Schwabe, Williamson & Wyatt, PC are acting as legal counsel
to Oregon Steel. The description contained herein is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Oregon Steel. Evraz and Oscar Acquisition Merger 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 Oregon Steel
stockholders. Oregon Steel will file with the Securities and
Exchange Commission, and will mail to Oregon Steel stockholders, a
solicitation/recommendation statement on Schedule 14D-9. These
documents contain important information about the tender offer and
stockholders of Oregon Steel are urged to read them carefully when
they become available. Stockholders of Oregon Steel will be able to
obtain a free copy of these documents (when they become available)
at http://www.evraz.com/ and http://www.osm.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-
2321370, attention: Investor Relations, or from Oregon Steel by
contacting Oregon Steel at +1 503 240 5223 attention: Investor
Relations. Forward Looking Statement 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
Oregon 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 approvals for
the transaction; the successful integration of Oregon Steel into
Evraz's business subsequent to the closing of the acquisition;
timely development, 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 Oregon Steel; adverse reactions to the proposed
transaction by customers, suppliers and strategic partners and
other risks described in Oregon Steel's report on Form 10-K filed
with the Securities and Exchange Commission (SEC) for the fiscal
year ended December 31, 2005. Oregon 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 Corporate Affairs and Investor Relations
Irina Kibina Tel: +7 495 232 1370 Edelman, for Evraz: John Dillard
/ Gina Sorice Tel: +1 212 704 8174 / 8243 e-mail: Oregon Steel
Mills, Inc. Ray Adams Vice President of Finance and Chief Financial
Officer Tel: +1 503 240 5223 Evraz Group S.A. is one of the largest
vertically-integrated steel and mining businesses with operations
mainly in Russia. In 2005, Evraz Group produced 13.9 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 and Vitkovice Steel
in the Czech Republic. Its fast-growing mining businesses comprise
Evrazruda, the Kachkanarsky (KGOK) and Vysokogorsky (VGOK) iron ore
mining complexes and Neryungriugol coal company and equity
interests in the Raspadskaya and Yuzhkuzbassugol coal mines. 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, which facilitates
its access to Asian export markets. Evraz vanadium operations
comprise Strategic Minerals Corporation, USA, and a 24.9% equity
interest in Highveld Steel and Vanadium Corporation, South Africa.
For further information visit http://www.evraz.com/ Oregon Steel
Mills, which is headquartered in Portland, Oregon, is organized
into two divisions. The Oregon Steel Division produces as- rolled
and heat-treated steel plate, coil, welded pipe (both large and
small diameter line pipe and casing) and structural tubing from
plants located in Portland, Oregon, and Camrose, Alberta, Canada.
The Rocky Mountain Steel Mills Division, located in Pueblo,
Colorado, produces steel rail, rod and bar, and seamless tubular
products. For further information visit http://www.osm.com/
DATASOURCE: Evraz Group S.A.; Oregon Steel Mills CONTACT: Irina
Kibina, Corporate Affairs and Investor Relations of Evraz Group,
+7-495-232-1370, ; and John Dillard, +1-212-704- 8174, ; or Gina
Sorice, +1-212-704-8243, , both of Edelman, for Evraz; and Ray
Adams, Vice President of Finance and Chief Financial Officer of
Oregon Steel Mills, Inc., +1-503-240-5223 Web site:
http://www.osm.com/ http://www.evraz.com/
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