Evraz Completes Acquisition of Oregon Steel
January 23 2007 - 6:49PM
PR Newswire (US)
LUXEMBOURG, Jan. 23 /PRNewswire-FirstCall/ -- Evraz Group S.A.
(LSE:EVR) today announced that it has completed its acquisition of
Oregon Steel Mills, Inc. (NYSE:OS) via a "short-form" merger of
Oregon Steel with Evraz's wholly owned subsidiary Oscar Acquisition
Merger Sub, Inc. The merger follows the announcement on January 12,
2007 of the successful closing of the cash tender offer by Oscar
Acquisition Merger Sub, Inc. to purchase all outstanding shares of
common stock of Oregon Steel for $63.25 per share, in which more
than 90% of the shares were tendered. Payment has already been made
for all tendered shares. Pursuant to the merger, 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, has been converted into the right to receive the
$63.25 price per share, without interest and less any required
withholding taxes, that was paid during the tender offer. "We
appreciate the fact that Oregon Steel shareholders have accepted
our offer and that we have completed the transaction in a timely
manner," said Alexander Frolov, Evraz chairman and chief executive
officer. "We welcome Oregon Steel's employees into the Evraz
family, and look forward to jointly building a world-class company
with efficient operations, diverse revenue streams and high
margins. From day one, the combined company is a global leader in
the important rails market, with a strong presence in the two
largest railway countries. Together, we can also expect to benefit
from vertical integration synergies as well as improved margins
from access to lucrative downstream markets and a reliable source
of Russian slabs to support an already low US cost base." Jim
Declusin, Oregon Steel Mills president and chief executive officer,
said: "We are pleased to join with Evraz and become part of a
leading global steelmaker with complementary strengths and markets.
As part of Evraz, we will have the critical elements needed to
compete in new and growing markets." 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: timely development
of competitive products and pricing, as well as fluctuations in
demand; cost and availability of raw materials; potential equipment
malfunction; 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, , or Chris Mittendorf, +1-212-704-8134, , both of
Edelman for Evraz; Dan Burch, +1-212-929-5500, of MacKenzie
Partners for Evraz Web site: http://www.evraz.com/
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