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Canadian Authorities Approve Ipsco Plan of Arrangement
07/16/2007 - The Canadian Minister of Industry under the Investment Canada Act has granted approval of the Plan of Arrangement for SSAB’s acquisition of Ipsco’s outstanding shares for U.S.$160.00 per share; the deal has also been cleared by the Canadian Competition Bureau.
Ipsco Inc. and SSAB Svenskt Stal AB announced that the Canadian Minister of Industry under the
Investment Canada Act has granted approval of the Plan of Arrangement for SSAB’s acquisition of Ipsco’s outstanding shares for U.S.$160.00 per share. The deal has also been cleared by the Canadian Competition Bureau.
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Earlier last week, Ipsco announced pricing terms of the cash tender offer and consent solicitation for its outstanding 8 3/4% Senior Notes due 2013. Upon terms and subject to the conditions of the tender offer, Ipsco
will pay holders who validly tendered (and did not withdraw) their Notes, total consideration of $1,068.59 for each $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to (but not including) the settlement date.
Total consideration includes a consent payment of $15 per $1,000 principal amount of the Notes tendered. Holders whose Notes are validly tendered (and not withdrawn after the Consent Date) will be eligible to receive the tender offer consideration, namely $1,053.59 per $1,000 of Notes accepted for purchase, plus accrued and unpaid interest up to (bit not including) the settlement date, which is expected to occur on July 18, 2007.
Total consideration and the tender offer consideration for the Notes was determined based on a fixed spread of 50 basis points over the bid price yield of 5.029% on the 4.875% U.S. Treasury Note due May 2008.
Ipsco's tender offer is subject to satisfaction or waiver of various conditions, including that closing conditions to SSAB Svenskt Stal AB's acquisition of Ipsco have been satisfied or waived on or prior to the Expiration Date, which is currently scheduled for July 17, 2007.
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Completion of the Arrangement remains subject to shareholder approval (July 16, 2007), approval of the Ontario Superior Court of Justice (July 17, 2007), and satisfaction of certain other conditions described in the Management Proxy Circular dated June 11, 2007.
Ipsco and SSAB expect the transaction to be completed on July 18, 2007.
Ipsco is a leading producer of energy tubulars and steel plate in North American with an annual steelmaking capacity of 4.3 million tons. Ipsco operates four steel mills, eleven pipe mills, scrap processing centers, and product finishing facilities in 25 geographic locations across the United States and Canada. The company's pipe mills produce a wide range of seamless and welded energy tubular products including oil & gas well casing, tubing, line pipe, and large-diameter transmission pipe. Ipsco is also a provider of premium connections for oil and gas drilling and production.
SSAB is a Swedish-based publicly traded corporation with a leading European position in Quenched & Tempered heavy plate and EHS/UHS steel sheet. The Group comprises four divisions: Division Sheet and Division Heavy Plate, the steel operations with steel shipments of 3.1 million tonnes in 2006; Plannja a processing company in building products; and Tibnor, the Group's trading arm supplying a broad product range of steel and metals. The Group has sales revenues of almost U.S. $ 4.6 billion. SSAB has 8,800 employees and has operations or offices in over 40 countries and a worldwide sales presence.
