Reliance Steel & Aluminum Co. Signs Agreement to Acquire Earle M. Jorgensen Company
2006年1月18日 - 1:19PM
ビジネスワイヤ(英語)
Reliance Steel & Aluminum Co. (NYSE:RS) ("Reliance") and Earle
M. Jorgensen Company (NYSE:JOR) ("EMJ") jointly announced that they
have entered into a definitive merger agreement pursuant to which
Reliance will acquire EMJ for $13.00 per share in cash and stock,
subject to a collar described below. The transaction is valued at
approximately $934 million, including the assumption of EMJ's net
debt. Both companies are headquartered in Southern California. The
transaction would be immediately accretive to Reliance and is
expected to be completed in the second quarter of 2006. Upon
completion of the acquisition, Reliance will have total assets of
approximately $3 billion and annual revenues of more than $5
billion. David H. Hannah, Chief Executive Officer of Reliance,
said, "We are very excited about EMJ becoming a member of our
Reliance family. This will be our largest acquisition to date and
our first acquisition of a public company. This transaction will
add a total of 39 facilities in the United States and Canada to our
existing network. We will significantly increase our geographic,
product and customer diversification by combining with an industry
peer that complements our reputation for excellence and our
corporate culture. EMJ has an outstanding management group and they
will continue to run the business as they have in the past. We
believe that together, Reliance and EMJ will be well positioned to
continue to outperform our competitors going forward." Maurice S.
("Sandy") Nelson, Jr., Chief Executive Officer of EMJ, said, "We
believe that joining with Reliance will provide both additional and
more favorable opportunities to create sustainable growth and value
for the shareholders of EMJ and Reliance." Terms of the Transaction
The consideration to EMJ stockholders will be paid 50% in Reliance
stock and 50% in cash. Under the terms of the merger agreement, EMJ
stockholders will have the right to receive consideration of $6.50
in cash and a number of shares of Reliance common stock equal to
$6.50, subject to a collar, divided by the average of the reported
closing sale prices per share of Reliance common stock on the New
York Stock Exchange for the 20 trading days ending on and including
the second trading day prior to the closing of the merger. The
exchange ratio will not be more than 0.1207 and not less than
0.0892 shares, for each share of EMJ stock they own. If the average
price of Reliance common stock prior to the closing is between
$53.86 and $72.86 per share, the value of the Reliance common stock
received would be $6.50 per EMJ share. At closing, based on the
20-day average closing price for Reliance stock ended January 12,
2006, Reliance would issue approximately 5.2 million shares of
Reliance common stock valued at approximately $327 million as of
January 12, 2006. The cash portion of approximately $384 million,
which includes the cash out of certain EMJ options and estimated
transaction costs, will be financed under Reliance's $600 million
syndicated credit facility. Additionally, Reliance will assume
approximately $291 million of EMJ's existing long-term debt,
adjusted by any payments or borrowings made by EMJ prior to the
closing of the acquisition. The merger consideration represents an
approximate 25% premium to EMJ's share price as of January 17,
2006. Taking the effect of the acquisition into account, Reliance's
proforma net debt-to-total capital ratio as of January 1, 2006 and
assuming that the transaction had closed on that date, would have
been approximately 44%. Timing & Transition The Boards of
Directors of both companies unanimously approved Reliance's
acquisition of EMJ, which is subject to the approval of EMJ's
stockholders, customary regulatory and third party approvals and
the registration of the shares of Reliance common stock being
issued as stock consideration on a Registration Statement on Form
S-4. Both companies expect a smooth transition following the
closing. There will be no changes to Reliance's senior management
or Board of Directors. The Chief Executive Officer of EMJ, Sandy
Nelson, will retire as of the closing date and will be replaced by
R. Neil McCaffery, who was recently promoted to 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 acted as a financial advisor to Reliance, and Credit
Suisse as a financial advisor to EMJ. Investors and security
holders are urged to read the proxy statement/prospectus that will
be sent to EMJ stockholders regarding the proposed merger, when it
becomes available, because it will contain important information.
The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by Reliance and EMJ. Investors and security
holders may obtain a free copy of the proxy statement/prospectus,
when it is available, and other documents filed by Reliance and EMJ
with the Commission at the Commission's web site at www.sec.gov.
The proxy statement/prospectus and these other documents may also
be obtained, when available, free of charge from Reliance at
www.rsac.com and EMJ at www.emjmetals.com. Stockholders should read
the definitive proxy statement/prospectus carefully before making a
decision concerning the merger. Reliance and EMJ, and their
respective directors, executive officers and certain other of their
employees, may be soliciting proxies from EMJ's stockholders in
favor of the approval of the merger. Information regarding the
persons who may, under SEC rules, be deemed to be participants in
the solicitation of EMJ stockholders in connection with the merger
is set forth in Reliance's proxy statement for its 2005 annual
meeting, filed with the SEC on April 15, 2005 and in EMJ's proxy
statement for its 2005 annual meeting, filed with the SEC on July
21, 2005, and additional information will be set forth in the
definitive proxy statement/prospectus referred to above when it is
filed with the SEC. Reliance will host a conference call that will
be broadcast live over the Internet regarding this acquisition. All
interested parties are invited to listen to the web cast on
Wednesday, January 18, 2006 at 11:30 a.m. Eastern Time at:
www.rsac.com/investorinformation. For those of you who are not able
to listen to the conference call as it occurs, the web cast will
remain posted on the Reliance web site through January 31, 2006 and
a printed transcript will be posted on the Reliance web site after
the completion of the conference call. EMJ EMJ, headquartered in
Lynwood, California, is one of the largest distributors of metal
products in North America with 39 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 31 states
and Belgium 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 and was also named as one of
"America's Most Admired Companies" listed in the diversified
wholesaler's category in the March 7, 2005 issue of Fortune.
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's and EMJ's filings with the Securities and Exchange
Commission. In particular, we refer you to the proxy
statement/prospectus that will be filed with the Securities and
Exchange Commission and sent to the EMJ stockholders in connection
with the proposed merger. You should be aware that we do not plan
to update these forward-looking statements, whether as a result of
new information, future events, or otherwise unless required by
law.
Earle M Jorgensen (NYSE:JOR)
過去 株価チャート
から 12 2024 まで 1 2025
Earle M Jorgensen (NYSE:JOR)
過去 株価チャート
から 1 2024 まで 1 2025