Evraz Group in Acquisition of Claymont Steel

Cleary Gottlieb is representing Evraz Group S.A. in its cash acquisition of Claymont Steel Holdings, Inc. for $565 million. Under the merger agreement, which signed on December 9, a subsidiary of Evraz commenced a tender offer for all outstanding Claymont Steel shares. Following a successful completion to the tender offer, which launched on December 18, Claymont Steel will merge with the subsidiary and become a wholly owned subsidiary of Evraz.

H.I.G. Capital LLC, Inc., which owns 42.6% of Claymont Steel’s stock, has committed to tender its shares into the offer.

Evraz, headquartered in Moscow and listed on the London Stock Exchange, is one of the largest vertically integrated steel and mining businesses in Russia. Claymont Steel, a NASDAQ-listed company headquartered in Claymont, Delaware, manufactures and sells custom discrete steel plate in North America.

In the past two years, Evraz has acquired two other U.S. companies: it bought a controlling stake in vanadium producer Strategic Minerals Corporation and acquired Oregon Steel Mills, Inc. for $2.3 billion in 2006. Cleary Gottlieb represented Evraz in those acquisitions as well.