Evraz Completes Acquisition of Claymont Steel
01/28/2008 - Evraz Group SA completes its acquisition of Claymont Steel and makes the company an indirect wholly owned subsidiary of Evraz.
Evraz Group SA has completed its acquisition of Claymont Steel.
The acquisition was carried out via a "short-form" merger of Titan Acquisition Sub, Inc., an indirect wholly owned subsidiary of Evraz, with and into Claymont Steel in accordance with the applicable provisions of Delaware law. With the completion of the merger, Claymont Steel is now an indirect wholly owned subsidiary of Evraz.
The merger followed the January 17, 2008 announcement of Titan Acquisition Sub’s successful closing of its cash tender offer to purchase all outstanding shares of Claymont Steel common stock for $23.50 per share, in which approximately 96.6% of the shares were tendered (including shares delivered pursuant to notices of guaranteed delivery). Payment has been made for the tendered shares.
Pursuant to the merger, each share of Claymont 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 Claymont Steel or their respective subsidiaries) has been converted into the right to receive the $23.50 price per share that was paid in the tender offer, without interest thereon and less any applicable stock transfer taxes and withholding taxes.
Evraz Group SA, one of the largest vertically-integrated steel and mining businesses, produced 16.1 million tonnes of crude steel in 2006. 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, Evraz Vitkovice Steel in the Czech Republic, and Evraz Oregon Steel Mills headquartered in the U.S. Its fast-growing mining businesses comprise Evrazruda, the Kachkanarsky (KGOK) and Vysokogorsky (VGOK) iron ore mining complexes, Yuzhkuzbassugol Co., and an equity interest in the Raspadskaya coal company. 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. Evraz vanadium operations comprise Strategic Minerals Corp., USA, and Highveld Steel and Vanadium Corp., South Africa.
Claymont Steel manufactures and sells custom discrete steel plate in North America. Claymont Steel's headquarters and manufacturing facilities are located in Claymont, Delaware.
