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Published on 1/23/2007 in the Prospect News Special Situations Daily.

Evraz completes $2.3 billion acquisition of Oregon Steel

By Angela McDaniels

Seattle, Jan. 23 - Evraz Group SA completed its acquisition of Oregon Steel Mills, Inc. on Tuesday, according to a company news release.

The acquisition was carried out via a short-form merger following the successful cash tender offer by Evraz's wholly owned subsidiary, Oscar Acquisition Merger Sub, Inc., to purchase all outstanding shares of common stock of Oregon Steel for $63.25 per share.

Shareholders tendered 31,784,081 shares, or 91.5% of the shares outstanding, during the offer, which ended on Jan. 12.

Under the merger, each Oregon Steel common share not accepted for payment in the tender offer, other than those as to which holders exercise dissenters' rights and those held by Evraz or Oregon Steel or their respective subsidiaries, has been converted into the right to receive the $63.25 price per share, without interest and less any required withholding taxes.

"Together, we can ... expect to benefit from vertical integration synergies as well as improved margins from access to lucrative downstream markets and a reliable source of Russian slabs to support an already low U.S. cost base," Alexander Frolov, Evraz chairman and chief executive officer, said in the release.

Evraz, Oscar Acquisition and Oregon Steel originally announced their merger agreement on Nov. 20 in which Oregon Steel stockholders would receive $63.25 in cash for each share of Oregon Steel common stock.

Evraz Group is a vertically integrated steel and mining business based in Luxembourg with operations mainly in Russia.

Oregon Steel Mills, located in Portland, Ore., produces as-rolled and heat-treated steel products and tubing.

Acquirer:Oscar Acquisition Merger Sub, Inc., a wholly owned subsidiary of Evraz Group SA
Target:Oregon Steel Mills, Inc.
Transaction value:$2.3 billion
Payment per share:$63.25
Announcement date:Nov. 20
Closing date:Jan. 23
Stock price for target:NYSE: OS; $63.23 on Jan. 23

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