Earle M Jorgensen (NYSE:JOR)
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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."
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%.
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.
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.
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.