EMJ Closes Merger
04/22/2005 - Earle M. Jorgensen Co. has closed its merger and financial restructuring pursuant to which EMJ's parent, Earle M. Jorgensen Holding Co. Inc., was merged with and into a wholly owned subsidiary of EMJ. As a result of the merger and financial restructuring, all outstanding Earle M. Jorgensen Holding notes were exchanged for 12,997,890 shares of EMJ common stock and approximately $127,100,000 in cash. Stockholders of Earle M. Jorgensen Holding are entitled to receive:
Earle M. Jorgensen Co. has closed its merger and financial restructuring pursuant to which EMJ's parent, Earle M. Jorgensen Holding Co. Inc., was merged with and into a wholly owned subsidiary of EMJ. As a result of the merger and financial restructuring, all outstanding Earle M. Jorgensen Holding notes were exchanged for 12,997,890 shares of EMJ common stock and approximately $127,100,000 in cash. Stockholders of Earle M. Jorgensen Holding are entitled to receive:
- One share of EMJ common stock for each share of Earle M. Jorgensen Holding common stock.
- $403.75 in cash and 41.29 shares of EMJ common stock for each share of Earle M. Jorgensen Holding series A preferred stock.
- $494.38 in cash and 50.56 shares of EMJ common stock for each share of Earle M. Jorgensen Holding series B preferred stock.
Issuance of the EMJ common stock pursuant to the merger and the financial restructuring was registered under the Securities Act of 1933, as amended, pursuant to EMJ's registration statement on Form S-4, as amended (File No. 333-111882), filed with the Securities and Exchange Commission and declared effective on March 15, 2005.
EMJ has closed its initial public offering of 17,600,000 shares of EMJ common stock. All of the shares were sold by EMJ. In addition, the underwriters have been granted a 30-day option to purchase up to an additional 2,640,000 shares from EMJ at the initial public offering price of $10.00 per share, solely to cover over-allotments, if any.
Net proceeds to EMJ from the offering, not including any proceeds from the potential exercise of the underwriters' over-allotment option, were approximately $164,120,000. Proceeds are being used to pay the cash portion of the merger and the financial restructuring consideration to be received by the noteholder and stockholders of Earle M. Jorgensen Holding.
The company cautions that this announcement does not constitute an offer to sell or the solicitation of an offer to buy, and that there shall be no sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state. This initial public offering was made solely by means of a prospectus.
Headquartered in Lynwood, EMJ is a leading distributor of metal bar and tubular products used by North American manufacturing companies. EMJ inventories more than 25,000 different metal products in large quantities from primary producers, including a broad mix of carbon steel, stainless steel and aluminum bar. EMJ distributes its broad range of metal products and provides its customers value-added metal processing and inventory management services from its distribution network of 35 strategically located service and processing centers in the United States and Canada.