EXHIBIT 99.1
Published on
EXHIBIT
99.1
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350 SOUTH GRAND AVENUE, SUITE 5100 LOS ANGELES, CALIFORNIA PHONE : 213 687-7700 WWW.RSAC.COM FAX: 213 687-8792 |
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| Reliance Steel & Aluminum Co. | ||||
NEWS RELEASE
| FOR IMMEDIATE RELEASE | CONTACT: | Kim P. Feazle | ||||
| Investor Relations | ||||||
| (713) 610-9937 | ||||||
| (213) 576-2428 | ||||||
| kfeazle@rsac.com | ||||||
| investor@rsac.com |
RELIANCE STEEL & ALUMINUM CO.
SIGNS AGREEMENT TO ACQUIRE EARLE M. JORGENSEN COMPANY
SIGNS AGREEMENT TO ACQUIRE EARLE M. JORGENSEN COMPANY
Los Angeles, CA — January 17, 2006 — 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.”
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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%.
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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.
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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.
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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.
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