18.01.2006 05:06:00
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Earle M. Jorgensen Company Signs Agreement to Be Acquired by Reliance Steel & Aluminum Co.
David H. Hannah, Chief Executive Officer of Reliance, said, "Weare very excited about EMJ becoming a member of our Reliance family.This will be our largest acquisition to date and our first acquisitionof a public company. This transaction will add a total of 39facilities in the United States and Canada to our existing network. Wewill significantly increase our geographic, product and customerdiversification by combining with an industry peer that complementsour reputation for excellence and our corporate culture. EMJ has anoutstanding management group and they will continue to run thebusiness as they have in the past. We believe that, together, Relianceand EMJ will be well positioned to continue to outperform ourcompetitors going forward."
Maurice S. ("Sandy") Nelson, Jr., Chief Executive Officer of EMJ,said, "We believe that joining with Reliance will provide bothadditional and more favorable opportunities to create sustainablegrowth and value for the shareholders of EMJ and Reliance."
Terms of the Transaction
The consideration to EMJ stockholders will be paid 50% in Reliancestock and 50% in cash. Under the terms of the merger agreement, EMJstockholders will have the right to receive consideration of $6.50 incash and a number of shares of Reliance common stock equal to $6.50,subject to a collar, divided by the average of the reported closingsale prices per share of Reliance common stock on the New York StockExchange for the 20 trading days ending on and including the secondtrading day prior to the closing of the merger. The exchange ratiowill not be more than 0.1207 and not less than 0.0892 shares, for eachshare of EMJ stock they own. If the average price of Reliance commonstock prior to the closing is between $53.86 and $72.86 per share, thevalue of the Reliance common stock received would be $6.50 per EMJshare.
At closing, based on the 20-day average closing price for Reliancestock ended January 12, 2006, Reliance would issue approximately 5.2million shares of Reliance common stock valued at approximately $327million as of January 12, 2006. The cash portion of approximately $384million, which includes the cash out of certain EMJ options andestimated transaction costs, will be financed under Reliance's $600million syndicated credit facility. Additionally, Reliance will assumeapproximately $291 million of EMJ's existing long-term debt, adjustedby any payments or borrowings made by EMJ prior to the closing of theacquisition. The merger consideration represents an approximate 25%premium to EMJ's share price as of January 17, 2006. Taking the effectof the acquisition into account, Reliance's pro forma netdebt-to-total capital ratio as of January 1, 2006 and assuming thatthe transaction had closed on that date, would have been approximately44%.
Timing & Transition
The Boards of Directors of both companies unanimously approvedReliance's acquisition of EMJ, which is subject to the approval ofEMJ's stockholders, customary regulatory and third party approvals andthe registration of the shares of Reliance common stock being issuedas stock consideration on a Registration Statement on Form S-4. Bothcompanies expect a smooth transition following the closing. There willbe no changes to Reliance's senior management or Board of Directors.The Chief Executive Officer of EMJ, Sandy Nelson, will retire as ofthe closing date and will be replaced by R. Neil McCaffery, who wasrecently promoted to President and Chief Operating Officer of EMJ. Mr.Nelson will continue to act as a consultant to EMJ and Reliance duringa post-closing transition period. UBS acted as a financial advisor toReliance, and Credit Suisse as a financial advisor to EMJ.
Investors and security holders are urged to read the proxystatement/prospectus that will be sent to EMJ stockholders regardingthe proposed merger, when it becomes available, because it willcontain important information. The proxy statement/prospectus will befiled with the Securities and Exchange Commission ("SEC") by Relianceand EMJ. Investors and security holders may obtain a free copy of theproxy statement/prospectus, when it is available, and other documentsfiled by Reliance and EMJ with the SEC at the SEC web site atwww.sec.gov. The proxy statement/prospectus and these other documentsmay also be obtained, when available, free of charge from Reliance atwww.rsac.com and EMJ at www.emjmetals.com. Stockholders should readthe definitive proxy statement/prospectus carefully before making adecision concerning the merger.
Reliance and EMJ, and their respective directors, executiveofficers and certain other of their employees, may be solicitingproxies from EMJ's stockholders in favor of the approval of themerger. Information regarding the persons who may, under SEC rules, bedeemed to be participants in the solicitation of EMJ stockholders inconnection with the merger is set forth in Reliance's proxy statementfor its 2005 annual meeting, filed with the SEC on April 15, 2005 andin EMJ's proxy statement for its 2005 annual meeting, filed with theSEC on July 21, 2005, and additional information will be set forth inthe definitive proxy statement/prospectus referred to above when it isfiled with the SEC.
Reliance will host a conference call that will be broadcast liveover the Internet regarding this acquisition. All interested partiesare invited to listen to the web cast on Wednesday, January 18, 2006at 11:30 a.m. Eastern Time at: www.rsac.com/investorinformation. Forthose of you who are not able to listen to the conference call as itoccurs, the web cast will remain posted on the Reliance web sitethrough January 31, 2006 and a printed transcript will be posted onthe Reliance web site after the completion of the conference call.
EMJ
EMJ, headquartered in Lynwood, California, is one of the largestdistributors of metal products in North America with 39 service andprocessing centers. EMJ inventories more than 25,000 different bar,tubing, plate, and various other metal products, specializing in coldfinished carbon and alloy bars, mechanical tubing, stainless bars andshapes, aluminum bars, shapes and tubes, and hot-rolled carbon andalloy bars.
EMJ's press releases and additional information are available onthe Company's web site at www.emjmetals.com.
RELIANCE
Reliance, headquartered in Los Angeles, California, is one of thelargest metals service center companies in the United States. Througha network of more than 100 locations in 31 states and Belgium andSouth Korea, Reliance provides value-added metals processing servicesand distributes a full line of over 90,000 metal products. Theseproducts include galvanized, hot-rolled and cold-finished steel;stainless steel; aluminum; brass; copper; titanium and alloy steelsold to more than 95,000 customers in various industries. Reliance wasnamed to the 2006 Forbes Platinum 400 List of America's Best BigCompanies and was also named as one of "America's Most AdmiredCompanies" listed in the diversified wholesaler's category in theMarch 7, 2005 issue of Fortune.
FORWARD-LOOKING STATEMENTS
This release may contain forward-looking statements, as definedthat are subject to risks, uncertainties and other factors, such asthe actions of third parties that are not within our control,cyclicality of the metals industry and the industries that purchaseour products, fluctuations in metals prices, risks associated with theimplementation of new technology, general economic conditions, andcompetition in the metals service center industry. Actual events orresults may differ materially from expectations due to these risks,uncertainties and other factors. These factors and additionalinformation are included in Reliance's and EMJ's filings with the SEC.In particular, we refer you to the proxy statement/prospectus thatwill be filed with the SEC and sent to the EMJ stockholders inconnection with the proposed merger. You should be aware that we donot plan to update these forward-looking statements, whether as aresult of new information, future events, or otherwise unless requiredby law.
JORG
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Reliance Steel & Aluminum Co. | 304,40 | -0,26% |
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S&P 400 MidCap | 1 854,40 | -0,45% |