OneSteel Limited (“OneSteel”) and Smorgon Steel Group Limited (“Smorgon Steel”) today announced initiatives designed to bring forward a merger of the two companies and to deliver the anticipated significant benefits to their shareholders.
OneSteel Managing Director and CEO, Geoff Plummer and Smorgon Steel Managing Director and CEO, Ray Horsburgh, said the companies remained committed to completing the merger by Scheme of Arrangement announced on 26 June 2006 ("the Scheme"). Both company boards have unanimously voted to advance the implementation of the merger proposal under a new transaction structure ("New Transaction") if, by 31 January 2007, it becomes evident that completion via the Scheme is unlikely to occur within an acceptable timeframe.
The two companies will not proceed to put the New Transaction to shareholders until after 31 January 2007, allowing sufficient time to assess whether or not implementation of the Scheme can be achieved within an acceptable timeframe. The New Transaction is subject to Australian Competition and Consumer Commission ("ACCC") approval as well as approval from both Smorgon Steel and OneSteel shareholders. Subject to the timing of approval from the ACCC and receipt of appropriate tax rulings, it is expected that the New Transaction would be put to shareholders in late April 2007.
The New Transaction involves OneSteel acquiring all of the assets and liabilities of Smorgon Steel except Smorgon Steel's steel and metals distribution businesses, being Smorgon Steel Metals Distribution, Smorgon Steel Sheet Metal Supplies, Smorgon Steel Pipeline Supplies and Metalcorp Steel (which will remain with Smorgon Steel), and will assume effectively all of Smorgon Steel’s debt, in exchange for OneSteel shares. The OneSteel shares would immediately be distributed to existing Smorgon Steel shareholders by way of an equal capital reduction.
Smorgon Steel will continue as an independent listed entity in the hands of its existing shareholders. The business will be a leading Australian steel distributor and will have a strong balance sheet, positioning it well for future growth.
In addition, as part of the commitment to bring forward the realisation of a portion of the synergies that both companies believe will be delivered by the merger, OneSteel and Smorgon Steel will form a 50/50 joint venture covering the manufacture of structural pipe and tube (“Joint Venture”).
Implementation of the Joint Venture is independent of the New Transaction and is subject only to ACCC approval. The agreement to form the Joint Venture may be terminated by either party if, on or before 3 January 2007, any third party announces a takeover offer for all the shares in Smorgon Steel at a value in excess of $1.90 per share and on conditions which offer equal or superior certainty to Smorgon Steel shareholders as the proposed merger.
In making this announcement, Geoff Plummer, Managing Director and CEO of OneSteel, said “We are pleased to announce an alternative way to progress the merger with Smorgon Steel and to be able to accelerate the realisation of the expected synergies for the benefit of all shareholders. While we have not been able to meet the original timetable we had set ourselves for completion of the merger, the joint venture will enable us to begin realising some of the synergies and still allow us to proceed either via the Scheme or the New Transaction”.
“While we continue to regard the Scheme as the preferred method to complete the merger, the New Transaction will enable us to capture all the merger benefits.” Ray Horsburgh, Managing Director and CEO of Smorgon Steel, added “at our AGM several weeks ago, we said we would work with OneSteel to bring forward the merger benefits. Today’s announcement outlines a process by which we will achieve that.”
“Our objective is to complete the merger with OneSteel and to ensure that our shareholders achieve the appropriate value for their shares. We believe either the Scheme or the New Transaction will do this”, he added.
In addition, Smorgon Steel and OneSteel have entered into a separate five year commercial agreement for the supply of scrap metal in New South Wales. Under this agreement, Smorgon Steel will supply to OneSteel all the ferrous scrap it collects and processes in New South Wales, except for that which it requires for its Waratah electric arc furnace and to meet the requirements of several foundries.