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Olympic Steel to Acquire Chicago Tube and Iron
05/19/2011 - Olympic Steel, Inc. has entered into a merger agreement to acquire the outstanding common shares of Chicago Tube and Iron Company, making the company a wholly-owned subsidiary of Olympic.
Olympic Steel, Inc. has entered into a merger agreement with Chicago Tube and Iron Company (CTI) and the holders of a majority of CTI's outstanding common shares under which Olympic will acquire CTI’s outstanding common shares and CTI will become a wholly-owned subsidiary of Olympic.
The transaction purchase price is $150 million in cash, plus the assumption of approximately $6 million of indebtedness, subject to a cash and working capital adjustment. Upon completion of the transaction, CTI President and Chief Operating Office Dr. Donald McNeeley will enter into a five-year employment agreement with Olympic; he also is expected to become a member of Olympic's board of directors.
"We are thrilled to welcome CTI to the Olympic Steel family," stated Michael D. Siegal, Chairman and Chief Executive Officer of Olympic Steel. "Our patience and strong balance sheet have been rewarded with the addition of CTI and its complimentary financial strength and values. The acquisition of CTI provides a compelling value for our combined customers, suppliers, employees and shareholders. CTI is expected to be immediately accretive to our earnings. We are excited to enhance our commercial opportunities, as we add the combined companies' product offerings to our expanded customer base. CTI also increases our distribution footprint with its network of ten operations. With our other recently announced expansions, Olympic and CTI combined will operate from 30 locations to serve our growing customer base.
"Critical to our purchase decision was that CTI's senior management will stay with the ongoing operation. We also want to express our thanks and gratitude to Bob Haigh, CTI's Chairman and CEO, who will be retiring in November 2011, after more than 40 years of successful leadership of CTI and the steel service center industry."
The merger agreement provides for customary representations, warranties and covenants, including, among others, that each party will use commercially reasonable efforts to complete the transaction. Olympic has also entered into non-compete agreements with key stockholders of CTI that provide for customary non-solicit, non-compete and confidentiality covenants in favor of Olympic.
Completion of the transaction is subject to a number of customary conditions, including expiration of waiting periods and the receipt of approvals under the Hart-Scott-Rodino Antitrust Improvements Act. The parties expect the Transaction to close on July 1, 2011.
Founded in 1954, Olympic Steel is a leading U.S. metals service center focused on the direct sale and distribution of large volumes of processed carbon, coated, aluminum and stainless steel flat-rolled sheet, coil and plate products. Headquartered in Cleveland, Ohio, the company operates strategically located processing and distribution facilities in North America.
