Reliance Steel & Aluminum Completes EMJ Acquisition
04/04/2006 -
April 4, 2006 — Reliance Steel & Aluminum Co. has completed its acquisition of Earle M. Jorgensen Co. The transaction was valued at approximately $984 million, including the assumption of EMJ's net debt, with a per-share consideration of $14.21.
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The per-share consideration was 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, CEO 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.
UBS Investment Bank acted as a financial advisor to Reliance, and Credit Suisse Securities (USA) LLC as a financial advisor to EMJ.
Headquartered in Lynwood, Calif., EMJ 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.
Headquartered in Los Angeles, Calif., Reliance 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.



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