Evraz Extends Tender Offer to Acquire Oregon Steel Mills
December 28 2006 - 9:28AM
PR Newswire (US)
LUXEMBOURG, Dec. 28 /PRNewswire-FirstCall/ -- Evraz Group S.A.
(LSE:EVR) today announced that the cash tender offer by its wholly
owned subsidiary Oscar Acquisition Merger Sub, Inc. to purchase all
outstanding shares of common stock (including the associated
preferred stock purchase rights) of Oregon Steel Mills, Inc.
(NYSE:OS) is being extended until 5:00 p.m., New York City time, on
January 9, 2007, unless further extended or earlier terminated. The
tender offer had previously been scheduled to expire at 12:00
midnight on December 28, 2006. As previously indicated by Evraz,
the initial expiration date for the tender offer is being extended
to permit the tender offer to remain open until after January 8,
2007, the expiration date of the previously announced 30-day review
by the Committee on Foreign Investment in the United States
(CFIUS). Under the Merger Agreement, if all of the conditions to
the tender offer are not satisfied as of any expiration date, Evraz
will have the right, and under certain circumstances may be
required, to further extend the tender offer. Evraz and Oscar
Acquisition Merger Sub, Inc. have been advised by Mellon Investor
Services LLC, the depositary for the tender offer, that as of 5:00
pm New York City time on December 27, 2006, stockholders of Oregon
Steel had tendered into the tender offer 9,607,810 shares of Oregon
Steel common stock. The tender offer is being made pursuant to a
previously announced definitive merger 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 would receive $63.25 in cash for each share of Oregon
Steel common stock tendered in the tender offer, less any required
withholding taxes. Following the purchase of shares in the tender
offer, Oregon Steel would become a subsidiary of Evraz. Except for
the extension of the expiration date, all of the other terms and
conditions of the tender offer remain unchanged. 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., have filed with the Securities and
Exchange Commission a tender offer statement on Schedule TO, and
have mailed an offer to purchase, forms of letter of transmittal
and related documents to Oregon Steel stockholders. Oregon Steel
has filed with the Securities and Exchange Commission, and has
mailed 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. Stockholders of Oregon Steel may
obtain a free copy of these documents 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 may obtain a free copy of these documents
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.
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;
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: Susan
Stillings / Christopher Mittendorf Tel: +1 212 704 4559 / 8134
e-mail: 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/ DATASOURCE:
Evraz Group S.A. CONTACT: Irina Kibina, Corporate Affairs and
Investor Relations, Evraz Group, +7-495-232-1370, ; or Susan
Stillings, +1-212-704-4559, ; or Christopher Mittendorf,
+1-212-704-8134, , both of Edelman for Evraz Web site:
http://www.evraz.com/ http://www.osm.com/
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