Jan 11 2007
Evraz Group S.A. announced that the Committee on Foreign Investment in the United States (CFIUS) has concluded its review relating to Evraz’s proposed acquisition of Oregon Steel Mills, Inc. (NYSE: OS) without the need for further investigation under the Exon-Florio Amendment. Accordingly, the condition to Evraz’s pending cash tender offer relating to the review of the proposed acquisition by CFIUS has been satisfied.
In addition, Evraz announced that it was waiving the condition to the tender offer requiring the expiration or termination of the International Traffic in Arms Regulations (ITAR) notification period. Following a careful review of the existing facts and circumstances, including the results of the CFIUS review of the transaction, 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 also announced that the cash tender offer by its wholly owned subsidiary Oscar Acquisition Merger Sub, Inc. to purchase all outstanding shares of common stock (including the associated preferred stock purchase rights) of Oregon Steel 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 5:00 p.m., New York City time, on January 12. The tender offer had previously been scheduled to expire at 5:00 p.m., New York City time, on January 9, 2007.
Evraz and Oscar Acquisition Merger Sub, Inc. have been advised by Mellon Investor Services LLC, the depositary for the tender offer, that as of 4 p.m., New York City time, on 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 percent of the outstanding shares of common stock of Oregon Steel.
The tender offer is being made pursuant to a previously announced merger 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 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.