Evraz Bid for Oregon Steel Okayed by Committee on Foreign Investment
01/10/2007 -
Jan. 10, 2007 — The Committee on Foreign Investment in the United States (CFIUS) has concluded its review of Evraz Group's proposed acquisition of Oregon Steel Mills without need for further investigation under the Exon-Florio Amendment.
The Committee’s decision satisfies the condition to Evraz's pending cash tender offer relating to the review of the proposed acquisition by CFIUS has been satisfied.
Evraz wills waive the condition to the tender offer requiring expiration or termination of the International Traffic in Arms Regulations (ITAR) notification period. Following a careful review of the existing facts and circumstances (including results of the CFIUS review), 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 announced that the cash tender offer by wholly owned subsidiary Oscar Acquisition Merger Sub to purchase all outstanding shares of Oregon Steel common stock (including the associated preferred stock purchase rights) 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 that time.
Evraz and Oscar Acquisition Merger Sub have been advised by Mellon Investor Services LLC, the depositary for the tender offer, that as of 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% of the outstanding shares of common stock of Oregon Steel.
The tender offer is being made pursuant to the November 20, 2006, merger agreement among Evraz, Oscar Acquisition Merger Sub, Inc. and Oregon Steel. 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 company notes that this announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Oregon Steel.
Evraz Group SA is one of the largest vertically-integrated steel and mining businesses with operations mainly in Russia. 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. Evraz Group’s 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. In 2005, Evraz Group produced 13.9 million tonnes of crude steel.
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 Corp., USA, and a 24.9% equity interest in Highveld Steel and Vanadium Corp., South Africa.