Reliance Steel & Aluminum Co. Completes Acquisition of Earle M. Jorgensen Company
03 Abril 2006 - 10:17AM
Business Wire
Reliance Steel & Aluminum Co. (NYSE:RS) announced today that it
has completed the previously announced acquisition of Earle M.
Jorgensen Company (NYSE:JOR) ("EMJ"). The transaction was valued at
approximately $984 million, including the assumption of EMJ's net
debt, with a per share consideration of $14.21 based on the average
closing price of Reliance common stock for the 20-day period ending
on the second trading day prior to the closing of $86.43. Reliance
paid $6.50 in cash and 0.0892 of a share of Reliance common stock
for each share of EMJ common stock outstanding. The per share value
is above Reliance's $13.00 per share offer price because the
average closing price of Reliance common stock for the 20-day
period ending on the second trading day prior to closing exceeded
the upper limit of the collar on the stock portion of the
consideration. Based on the closing price of Reliance's common
stock on March 31, 2006 of $93.92 per share, this would result in a
value to EMJ stockholders who exchange their shares of $14.88 per
share of EMJ common stock on that date. The acquisition will be
immediately accretive to Reliance. The combined companies have more
than 150 locations in 35 states and Belgium, Canada, China and
South Korea with total assets of approximately $3 billion and
annual revenues of more than $5 billion. EMJ will operate as a
wholly owned subsidiary of Reliance. David H. Hannah, Chief
Executive Officer of Reliance, said, "The EMJ acquisition will
significantly broaden and strengthen our product offerings and will
meaningfully expand our existing geographic network. This is our
largest acquisition to-date and our first acquisition of a public
company. We look forward to the opportunities we see for future
growth and success as our companies join forces." At closing,
Reliance issued approximately 4.5 million shares of Reliance common
stock valued at about $387 million based on the Reliance 20-day
average closing price. The cash portion of approximately $387
million, which includes the cash out of certain EMJ options and
estimated transaction costs, was financed under Reliance's $600
million syndicated credit facility. Upon closing of the
acquisition, Reliance's syndicated credit facility was increased to
$700 million. The credit facility and private placement notes of
Reliance were amended in February of 2006 to allow for EMJ's senior
secured indentures of $250 million, which were assumed by Reliance,
in addition to $2.9 million of EMJ's other existing debt. Timing
& Transition On March 31, 2006, EMJ's stockholders approved
Reliance's acquisition of EMJ. There are no changes to Reliance's
senior management or Board of Directors. The Chief Executive
Officer of EMJ, Sandy Nelson, retired as of April 3, 2006 and was
replaced by R. Neil McCaffery, President and Chief Operating
Officer of EMJ. Mr. Nelson will continue to act as a consultant to
EMJ and Reliance during a post-closing transition period. UBS
Investment Bank acted as a financial advisor to Reliance, and
Credit Suisse Securities (USA) LLC as a financial advisor to EMJ.
EMJ EMJ, headquartered in Lynwood, California, is one of the
largest distributors of metal products in North America with 40
service and processing centers. EMJ inventories more than 25,000
different bar, tubing, plate, and various other metal products,
specializing in cold finished carbon and alloy bars, mechanical
tubing, stainless bars and shapes, aluminum bars, shapes and tubes,
and hot-rolled carbon and alloy bars. RELIANCE Reliance,
headquartered in Los Angeles, California, is one of the largest
metals service center companies in the United States. Through a
network of more than 100 locations in 32 states and Belgium, China
and South Korea, Reliance provides value-added metals processing
services and distributes a full line of over 90,000 metal products.
These products include galvanized, hot-rolled and cold-finished
steel; stainless steel; aluminum; brass; copper; titanium and alloy
steel sold to more than 95,000 customers in various industries.
Reliance's press releases and additional information are available
on the Company's web site at www.rsac.com. Reliance was named to
the 2006 Forbes Platinum 400 List of America's Best Big Companies.
FORWARD-LOOKING STATEMENTS This release may contain forward-looking
statements, as defined that are subject to risks, uncertainties and
other factors, such as the actions of third parties that are not
within our control, cyclicality of the metals industry and the
industries that purchase our products, fluctuations in metals
prices, risks associated with the implementation of new technology,
general economic conditions, and competition in the metals service
center industry. Actual events or results may differ materially
from expectations due to these risks, uncertainties and other
factors. These factors and additional information are included in
Reliance and Jorgensen's filings with the Securities and Exchange
Commission.
Earle M Jorgensen (NYSE:JOR)
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Earle M Jorgensen (NYSE:JOR)
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