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Evraz Commences Tender Offer for Oregon Steel Mills

Dec. 1, 2006 — Evraz Group SA and Oregon Steel Mills announced that Evraz is commencing a cash tender offer to purchase all outstanding shares of Oregon Steel common stock (including the associated preferred stock purchase rights). Evraz will make the offer through its wholly owned subsidiary, Oscar Acquisition Merger Sub, Inc.

The tender offer is being made pursuant to a previously announced definitive agreement among Evraz, Oscar Acquisition Merger Sub, Inc. and Oregon Steel dated November 20, 2006. Upon the successful closing of the tender offer, Oregon Steel stockholders will receive $63.25 in cash for each share of Oregon Steel common stock tendered in the offer, less any required withholding taxes. Following the purchase of shares in the tender offer, Oregon Steel will become a subsidiary of Evraz.

Evraz will file with the Securities and Exchange Commission a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer. Oregon Steel will file a solicitation/recommendation statement on Schedule 14D-9 with the Commission setting forth in detail, among other things, the recommendation of Oregon Steel's board of directors that Oregon Steel stockholders accept the tender offer and tender their shares pursuant to the tender offer.

Oregon Steel had previously announced that its board of directors has unanimously concluded that the merger agreement and the transactions contemplated thereby (including the tender offer and the merger) are advisable and are fair to and in the best interests of Oregon Steel and Oregon Steel's stockholders.

The tender offer will expire at 12:00 midnight on December 28, 2006, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. The offer will be subject to customary conditions, including anti-trust and other regulatory clearances and the acquisition by Evraz of a majority of Oregon Steel's shares on a fully diluted basis.

Credit Suisse is acting as exclusive financial advisor to Evraz and will be the dealer-manager for the tender offer. UBS Securities LLC is acting as lead financial advisor to Oregon Steel in the transaction, and KeyBanc Capital Markets delivered a fairness opinion to Oregon Steel's board of directors. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Evraz, and Covington & Burling LLP and Schwabe, Williamson & Wyatt, PC are acting as legal counsel to Oregon Steel.

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. 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 Corp., USA, and a 24.9% equity interest in Highveld Steel and Vanadium Corp., South Africa.

Headquartered in Portland, Ore., Oregon Steel Mills is organized into two divisions. The Oregon Steel Division produces as- rolled and heat-treated steel plate, coil, welded pipe (both large and small diameter line pipe and casing) and structural tubing from plants located in Portland, Ore., and Camrose, Alta., Canada. The Rocky Mountain Steel Mills Division, located in Pueblo, Colo., produces steel rail, rod and bar, and seamless tubular products.