Proposed Evraz Acquisition of Oregon Steel Receives CFIUS Approval
January 09 2007 - 6:34PM
PR Newswire (US)
Tender Offer Extended to Close on Friday, January 12 LUXEMBOURG,
Jan. 9 /PRNewswire-FirstCall/ -- Evraz Group S.A. (LSE:EVR)
announced that the Committee on Foreign Investment in the United
States (CFIUS) has concluded its review relating to Evraz's
proposed acquisition of Oregon Steel Mills, Inc. (NYSE:OS) without
the need for further investigation under the Exon-Florio Amendment.
Accordingly, the condition to Evraz's pending cash tender offer
relating to the review of the proposed acquisition by CFIUS has
been satisfied. In addition, Evraz announced that it was waiving
the condition to the tender offer requiring the expiration or
termination of the International Traffic in Arms Regulations (ITAR)
notification period. Following a careful review of the existing
facts and circumstances, including the results of the CFIUS review
of the transaction, Evraz determined that the review being made
pursuant to ITAR should not further impact the structure of the
transaction or the timing of its closure. As a result, Evraz also
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 is being extended until 5:00 p.m.,
New York City time, on January 12, 2007, unless further extended or
terminated. Assuming that the minimum tender condition is satisfied
at that time, Evraz anticipates that the tender offer will close at
5:00 p.m., New York City time, on January 12. The tender offer had
previously been scheduled to expire at 5:00 p.m., New York City
time, on January 9, 2007. Evraz and Oscar Acquisition Merger Sub,
Inc. have been advised by Mellon Investor Services LLC, the
depositary for the tender offer, that as of 4 p.m., New York City
time, on January 9, 2007, stockholders of Oregon Steel had tendered
into the tender offer 13,111,392 shares of Oregon Steel common
stock, representing approximately 36.6 percent of the outstanding
shares of common stock of Oregon Steel. The tender offer is being
made pursuant to a previously announced 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 as described above, all of the other terms and
conditions of the tender offer remain unchanged. 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. 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 Statements 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. About Evraz Group S.A 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/ Evraz Group Corporate Affairs and Investor
Relations Irina Kibina, +7 495 232 1370 , Edelman, for Evraz: John
Dillard / Chris Mittendorf, +1 212 704 8174 / 8134 , or MacKenzie
Partners, for Evraz: Dan Burch +1 212 929 5500. DATASOURCE: Evraz
Group S.A. CONTACT: Evraz Group Corporate Affairs and Investor
Relations, Irina Kibina, +7-495-232-1370, , or Edelman for Evraz,
John Dillard, +1-212-704-8174, ; or Chris Mittendorf,
+1-212-704-8134, ; or MacKenzie Partners for Evraz, Dan Burch,
+1-212-929-5500 Web site: http://www.evraz.com/
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