Dec. 29, 2006 — Evraz Group SA announced that it will extend the cash tender offer to purchase all outstanding shares of Oregon Steel Mills common stock until January 9, 2007, unless further extended or earlier terminated.
The extension will allow the tender offer to remain open until after January 8, 2007, the expiration date of the previously announced 30-day review by the Committee on Foreign Investment in the United States (CFIUS). 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.
The tender offer, which is being made by Evraz Group’s wholly owned subsidiary Oscar Acquisition Merger Sub, Inc., was previously scheduled to expire at 12:00 midnight on December 28, 2006. Evraz and Oscar Acquisition Merger Sub have been advised by Mellon Investor Services LLC, the depositary for the tender offer, that as
of 5:00 pm New York City time on December 27, 2006, stockholders of Oregon Steel had tendered into the tender offer 9,607,810 shares of Oregon Steel common stock.
The tender offer is being made pursuant to the Nov. 20, 2006 definitive merger agreement among Evraz, Oscar Acquisition Merger Sub, Inc. and Oregon Steel. Upon 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 for the extension of the expiration date, all of the other terms and conditions of the tender offer remain unchanged.
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.