Evraz Successfully Completes Tender Offer for Shares of Oregon Steel with Approximately 91.5 Percent of Shares Tendered
January 12 2007 - 8:17PM
PR Newswire (US)
LUXEMBOURG, Jan. 12 /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
outstanding shares of common stock (including the associated
preferred stock purchase rights) of Oregon Steel Mills, Inc.
(NYSE:OS) has been successfully completed. Evraz and Oscar
Acquisition Merger Sub, Inc. have been advised by Mellon Investor
Services LLC, the depositary for the tender offer, that as of the
expiration of the offer at 5:00 p.m., New York City time, on
January 12, 2007, stockholders of Oregon Steel had tendered into
the tender offer 32,784,081 shares of Oregon Steel common stock,
including 2,012,151 shares of common stock delivered pursuant to
notices of guaranteed delivery, representing approximately 91.5
percent of the outstanding shares of common stock of Oregon Steel.
Evraz has accepted for payment all shares of Oregon Steel common
stock that were validly tendered during the offer period. In
accordance with the previously announced merger agreement, Evraz
now intends to effect a short-form merger. Pursuant to the merger
agreement, each share of Oregon 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 Oregon Steel
or their respective subsidiaries, will be converted in the merger
into the right to receive $63.25 in cash, without interest and less
any required withholding taxes. This is the same price per share
paid during the tender offer. Evraz intends to complete the
short-form merger in the next several days. 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: Irina Kibina,
Evraz Group Corporate Affairs and Investor Relations,
+7-495-232-1370, ; John Dillard, +1-212-704-8174, , Chris
Mittendorf, +1-212-704-8134, , both of Edelman; or Dan Burch of
MacKenzie Partners, +1-212-929-5500 Web site: http://www.evraz.com/
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