The transaction will be completed by way of a plan of arrangement under applicable Canadian law. It will require the approval of 66 2/3% of the votes cast by shareholders of IPSCO at a special meeting to be called to consider the arrangement, as well as court approval ruling on the fairness of the transaction. The transaction will also be subject to certain other customary conditions.
SSAB has received commitments for bank financing of the acquisition. SSAB intends to pursue a SEK 10 billion rights offering during 2007.
The transaction is expected to be accretive for SSAB and to generate annual post tax synergies of SEK 600 million, with the major part to be realized in the next two years.
IPSCO President and Chief Executive Officer, David Sutherland stated, "This transaction delivers significant value to IPSCO's shareholders. It also joins IPSCO with a leading player in the global steel industry and reinforces our already solid position as a leading supplier of steel plate and energy tubulars in North America. SSAB is a highly regarded company with a first- rate work force that shares many similar values with IPSCO, including a commitment to quality products, workplace safety, and manufacturing excellence. As part of this new, larger company, we will have a more diversified product offering that will enhance our ability to better serve both existing and new customers."
SSAB President and Chief Executive Officer, Olof Faxander, said:
"The acquisition of IPSCO represents a further step in SSAB's 2010 strategy towards global leadership in value added steel. Through this transaction, SSAB will accelerate its growth and acquire a platform for future expansion and market presence in North America. The transaction will result in an immediate and significant accretion to SSAB's earnings and cash flow, bringing significant strategic and financial benefit to SSAB.
"We are very excited about this opportunity to combine two of the most successful and profitable steel companies in the world. IPSCO's state-of-the- art facilities and their world-class effectiveness in combination with SSAB's leading technology, unique product and process capabilities and first-class service model will create value for our customers and our shareholders."
IPSCO's lead financial advisor was Goldman, Sachs & Co., and RBC Capital Markets was co-advisor. IPSCO was represented by Davis Polk & Wardwell and Osler Hoskin & Harcourt LLP.
Greenhill & Co., LLC is acting as lead financial advisor, and Handelsbanken Capital Markets is acting as co-financial advisor to SSAB. White & Case LLP is acting as U.S. counsel to SSAB, Bennett Jones LLP is acting as Canadian counsel to SSAB.
IPSCO is a leading producer of energy tubulars and steel plate in North American with an annual steel making capacity of 4.3 million tons. IPSCO operates four steel mills, eleven pipe mills, and scrap processing centers and product finishing facilities in 25 geographic locations across the United States and Canada. The Company's pipe mills produce a wide range of seamless and welded energy tubular products including oil & gas well casing, tubing, line pipe and large diameter transmission pipe. Additionally, IPSCO is a provider of premium connections for oil and gas drilling and production.
SSAB is a Swedish based publicly traded corporation with a leading European position in Quenched & Tempered heavy plate and EHS/UHS steel sheet. The Group comprises four divisions: Division Sheet and Division Heavy Plate are the steel operations with steel shipments of 3.1 million metric tonnes in 2006, Plannja is a processing company in building products, and Tibnor is the Group's trading arm supplying a broad product range of steel and metals. The Group has sales revenues of almost US$ 4.6 billion. SSAB has 8,800 employees and has operations or offices in over 40 countries and a worldwide sales presence.
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