Evraz Group in $2.3 Billion Tender Offer for Oregon Steel Mills

November 20, 2006

Four offices of Cleary Gottlieb are working together representing Evraz Group S.A. in its $2.3 billion cash acquisition of Oregon Steel Mills, Inc. The parties signed a definitive merger agreement on November 20. Under the agreement, a subsidiary of Evraz commenced a tender offer for all outstanding Oregon Steel shares on November 30.

The tender offer is subject to customary conditions, including antitrust and other regulatory clearances and the acquisition by Evraz of a majority of Oregon Steel’s shares. The offer will be followed by a merger at the same price. Upon completion of the transaction, Oregon Steel will become a subsidiary of Evraz.

Evraz, headquartered in Moscow and listed on the London Stock Exchange, is one of the largest vertically integrated steel and mining businesses in Russia. Oregon Steel Mills, a NYSE-listed company headquartered in Portland, Oregon, is a leading producer of commodity and specialty plates in the western U.S., rails in North America, specialty rods in the U.S., and large diameter line pipe in North America.

The transaction is Evraz’s second major U.S. acquisition of the year after its acquisition of a controlling stake in Strategic Minerals Corporation earlier this year. The firm advised Evraz on that transaction.