Evraz Successfully Completes Tender Offer for Shares of Claymont Steel With Approximately 93.4 Percent of Shares Tendered
17 Januar 2008 - 12:00PM
PR Newswire (US)
LUXEMBOURG, Germany, Jan. 17 /PRNewswire/ -- Evraz Group S.A.
(LSE:EVR) (Evraz) today announced that the cash tender offer by its
wholly owned subsidiary Titan Acquisition Sub, Inc. to purchase all
outstanding shares of common stock of Claymont Steel Holdings, Inc
(NASDAQ:PLTE) (Claymont Steel), which expired at midnight, New York
City time, on January 16, 2008, has been successfully completed.
Evraz and Titan Acquisition Sub, Inc. have been advised by Mellon
Investor Services LLC, the depositary for the tender offer, that as
of the expiration of the offer at midnight, New York City time, on
January 16, 2008, stockholders of Claymont Steel had tendered into
the tender offer 16,415,722 shares of Claymont Steel common stock
(excluding shares delivered pursuant to notices of guaranteed
delivery), representing approximately 93.4 percent of the
outstanding shares of common stock of Claymont Steel. Evraz has
accepted for payment all shares of Claymont Steel common stock that
were validly tendered during the offer period. In accordance with
the previously announced merger agreement, Evraz now intends to
effect a short-form merger. Pursuant to the merger agreement, each
share of Claymont Steel common stock not accepted for payment in
the tender offer, other than those as to which holders validly
exercise dissenters' rights and those held by Evraz or Claymont
Steel or their respective subsidiaries, will be converted in the
merger into the right to receive $23.50 in cash, without interest
thereon and less any applicable stock transfer taxes and
withholding taxes. This is the same price per share paid during the
tender offer. Evraz intends to complete the short-form merger in
the next several days. Forward Looking Statements This press
release contains forward-looking statements, including statements
regarding the expected benefits of the acquisition, which involve a
number of risks and uncertainties. These statements are based on
Evraz's and Claymont Steel's current expectations and beliefs.
Actual results could differ materially from the results implied by
these statements. Factors that may cause or contribute to such
differences include: the risk that the conditions to the offer or
the merger set forth in the merger agreement will not be satisfied,
changes in both companies' businesses during the period between now
and the closing, developments in obtaining regulatory approval for
the transaction; the successful integration of Claymont Steel into
Evraz's business subsequent to the closing of the acquisition;
competitive products and pricing, as well as fluctuations in
demand; cost and availability of raw materials; potential equipment
malfunction; and plant construction and repair delays; the ability
to retain key management and technical personnel of Claymont Steel;
adverse reactions to the proposed transaction by customers,
suppliers and strategic partners and other risks described in
Claymont Steel's report on Form 10-K filed with the Securities and
Exchange Commission (SEC) for the fiscal year ended December 31,
2006, as amended. Claymont Steel and Evraz are under no obligation
to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new
information, future events or otherwise. For further information:
Evraz Group S.A. Irina Kibina Vice President Corporate Affairs and
Investor Relations Tel: +7 495 232 1370 Edelman, for Evraz: John
Dillard / Chris Mittendorf Tel: +1 212 704 8174 / 8134 or Evraz
Group S.A. is one of the largest vertically-integrated steel and
mining businesses. In 2006, Evraz Group produced 16.1 million
tonnes of crude steel. Evraz Group's 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 USA. Its fast-growing mining businesses
comprise Evrazruda, the Kachkanarsky (KGOK) and Vysokogorsky (VGOK)
iron ore mining complexes, Yuzhkuzbassugol company 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 Corporation, USA, and Highveld Steel and
Vanadium Corporation, South Africa. For further information visit
http://www.evraz.com/. DATASOURCE: Evraz Group S.A. CONTACT: Irina
Kibina, Vice President, Corporate Affairs and Investor Relations of
Evraz Group S.A., +7-495-232-1370, ; John Dillard, +1-212-704-8174,
, or Chris Mittendorf, +1-212-704-8134, , both of Edelman, for
Evraz Web site: http://www.evraz.com/
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