Item 5.01.
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Changes in Control of Registrant.
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As previously
announced, on December 9, 2007, the Company entered into an agreement and plan of merger (the
Merger Agreement
) with Evraz Group S.A. (
Evraz
) and Titan Acquisition Sub, Inc., a wholly owned subsidiary of
Evraz Group S.A. (the
Purchaser
), pursuant to which Evraz, through the Purchaser, commenced an offer to purchase all of the outstanding shares of Common Stock (the
Offer
) at a purchase price of $23.50 per share
in cash, without interest and less any applicable stock transfer taxes and withholding taxes (the
Offer Price
).
The
Offer expired by its terms and was successfully completed at midnight, New York City time, on January 16, 2008. Upon expiration of the Offer, the Purchaser accepted for payment, in accordance with the terms of the Offer, all shares that were
validly tendered and not withdrawn prior to the expiration of the Offer. The Purchaser advised the Company that, based upon information obtained by the Purchaser from the depositary for the Offer, a total of 16,974,649 shares of Common Stock
(including shares delivered pursuant to notices of guaranteed delivery), representing approximately 96.6% of the outstanding shares of Common Stock, were validly tendered and not withdrawn prior to the expiration of the Offer.
Following the acceptance for payment by the Purchaser of shares of Common Stock pursuant to the Offer, on January 24, 2008 (the
Effective
Time
), the acquisition of the Company by Evraz was completed by means of a short-form merger of the Purchaser with and into the Company (the
Merger
), with the Company continuing its corporate existence under the name
EOSM Investments, Inc. as the surviving corporation (the
Surviving Corporation
) and an indirect wholly-owned subsidiary of Evraz, in accordance with the applicable provisions of Delaware law that authorize the completion of such a
merger without a vote of the Companys stockholders.
In the Merger, at the Effective Time, each share of Common Stock issued and outstanding immediately prior
to the Effective Time (other than shares of Common Stock owned by Evraz, the Purchaser, or any subsidiary of Evraz or the Company or held in the treasury of the Company), was cancelled and converted into the right to receive the Offer Price, subject
to the rights of holders thereof to seek appraisal of the fair value of their shares of Common Stock by following the procedures required by Section 262 of the Delaware General Corporation Law. The amount of consideration and source
of funds used by the Purchaser to acquire the Companys outstanding shares of Common Stock is described in Item 12 of the Purchasers Schedule TO (as defined below) and related Offer to Purchase, dated December 18, 2007, as
amended, which description is incorporated herein by reference.
The information set forth in Item 5.02 of this Current Report on Form
8-K is incorporated by reference into this Item 5.01 in its entirety.
The foregoing description of the Merger Agreement and related
transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on December 11,
2007 and is incorporated by reference into this Item 5.01 in its entirety.
The other information required by Item 5.01(a) of
Form 8-K is contained in (i) the Companys Solicitation/Recommendation Statement on Schedule 14D-9, originally filed on December 18, 2007, as subsequently amended (the
Schedule 14D-9
), and (ii) the Tender Offer
Statement on Schedule TO, originally filed by the Purchaser and Evraz on December 18, 2007, as subsequently amended (the
Schedule TO
), and such information is incorporated by reference in this Item 5.01 in its entirety.
On January 25, 2008, Evraz and the Company issued a joint press release announcing the completion of the Merger. A copy of the press
release is filed herewith as Exhibit 99.1 and is incorporated by reference in this Item 5.01 in its entirety.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant to the Merger Agreement, at the Effective Time, the Companys certificate of incorporation was amended and restated in its entirety to be identical to the certificate of incorporation of Purchaser, as in
effect immediately prior to the Effective Time (except that the name of the Surviving Corporation set forth therein is EOSM Investments, Inc.), and such amended and restated certificate of incorporation became the certificate of
incorporation of the Surviving Corporation.
Pursuant to the Merger Agreement, at the Effective Time, the bylaws of Purchaser, as in effect
immediately prior to the Effective Time, became the bylaws of the Surviving Corporation.