Dec 21 2007
Evraz Group S.A. and Claymont Steel Holdings, Inc. announced that Evraz is commencing, through its wholly owned subsidiary Titan Acquisition Sub, Inc., a cash tender offer to purchase all outstanding shares of common stock of Claymont Steel. The tender offer is being made pursuant to a previously announced definitive agreement among Evraz, Titan Acquisition Sub, Inc. and Claymont Steel dated December 9, 2007.
Upon the successful closing of the tender offer, Claymont Steel stockholders will receive $23.50 in cash for each share of Claymont Steel common stock tendered in the offer, less any applicable stock transfer taxes and withholding taxes. Following the purchase of shares in the tender offer, Claymont Steel will become a subsidiary of Evraz.
Evraz today will file with the Securities and Exchange Commission a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer. Claymont Steel today will file with the Commission a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Claymont Steel’s board of directors that Claymont Steel stockholders accept the tender offer and tender their shares in the tender offer. As previously announced, Claymont Steel’s board of directors has unanimously concluded that the merger agreement and the transactions contemplated thereby (including the tender offer and the merger) are advisable and are fair to and in the best interests of Claymont Steel and Claymont Steel's stockholders.
The tender offer will expire at 12:00 midnight on January 16, 2008, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. The offer will be subject to customary conditions, including anti-trust clearance and the acquisition by Evraz of a majority of Claymont Steel’s shares on a fully diluted basis.