Jan. 25, 2007 — Evraz Group SA has completed its acquisition of Oregon Steel Mills, Inc. via a "short-form" merger of Oregon Steel with Evraz's wholly owned subsidiary Oscar Acquisition Merger Sub, Inc.
The merger follows the company’s Jamuary 12, 2007 announcement of the successful closing of the cash tender offer by Oscar Acquisition Merger Sub, Inc. to purchase all outstanding shares of Oregon Steel common stock for $63.25 per share, in which more than 90% of the shares were tendered. Payment has already been made for all tendered shares.
Pursuant to the merger, each share of Oregon 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 Oregon Steel or their respective subsidiaries) has been converted into the right to receive the $63.25 price per share, without interest and less any required withholding taxes, that was paid during the tender offer.
"We appreciate the fact that Oregon Steel shareholders have accepted our offer and that we have completed the transaction in a timely manner," said Alexander Frolov, Evraz Chairman and CEO. "We welcome Oregon Steel's employees into the Evraz family, and look forward to jointly building a world-class company with efficient operations, diverse revenue streams and high margins. From day one, the combined company is a global leader in the important rails market, with a strong presence in the two largest railway countries. Together, we can also expect to benefit from vertical integration synergies as well as improved margins from access to lucrative downstream markets and a reliable source of Russian slabs to support an already low US cost base."
"We are pleased to join with Evraz and become part of a leading global steelmaker with complementary strengths and markets,” said Jim Declusin, Oregon Steel Mills President and CEO. “As part of Evraz, we will have the critical elements needed to compete in new and growing markets."
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.