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SOURCE: Steel Week. the leading information source for the steel industry.
Summary of Quote from Parish & Company:
Regarding the CFIUS review of possible security concerns, Parish said:
"We can't really blame the Russian government for being economically
astute and making strategic long term decisions that will benefit the
Russian people, like creating Gazprom, a dominating firm in the energy
field. Clearly, the smart move now is to create similar dominating
firms in other key industries, especially those that are energy
dependent, like steel. Who knows, perhaps the Oregon Steel employees
would be better off being managed by a Russian state entity than a
small group of top executives lining their pockets. If there is a loser
in this deal it is likely long term oriented shareholders who will see
future gains from holding a quality stock in a strategic industry
vanish."
Complete article:
Evraz bid for Oregon Steel clears US Review, share offer extended
By:
John Helmer
Posted: '10-JAN-07 10:00' GMT © Mineweb 1997-2006
MOSCOW
(Mineweb.com) --The $2.35 billion bid by Russia's leading steelmaking
group, Evraz, to take over Oregon Steel Mills (OSM), has been cleared
to proceed by the US Government, after a 30-day review by the
inter-agency group known as the Committee on Foreign Investment in the
US (CFIUS).
The takeover -- the largest to date by a Russian company for a US asset
-- has followed the purchase of a 41% stake in Evraz itself by Roman
Abramovich and his London-based holding, Millhouse. Speculation that
Abramovich's move into Evraz is part of a longer-term Kremlin plan to
create a state steel champion has raised questions in the US that
behind Evraz's bid for OSM stands a state company now entering the
Russian steel industry, Rosoboronexport ("Russian Defence Export"), the
state's arms export agency.
Last year, Rosoboronexport (ROE) bought out private shareholders to
take control of VSMPO, Russia's titanium miner, and one of the world's
leading sources of titanium metal. ROE has also begun a takeover of
specialty steel producer, Krasny Octyabr (''Red October'), which has
been owned by the Midland Resources group of London. Currently, ROE is
on a US Government sanctions list for allegedly selling banned military
goods to Iran.
In an announcement issued from Luxembourg, where Evraz Group SA is
registered, Evraz said ""the Committee on Foreign Investment in the
United States (CFIUS) has concluded its review relating to Evraz's
proposed acquisition of Oregon Steel Mills, Inc. (NYSE: OS) without the
need for further investigation under the Exon-Florio Amendment.
Accordingly, the condition to Evraz's pending cash tender offer
relating to the review of the proposed acquisition by CFIUS has been
satisfied."
A US Treasury spokesman, Brookly McLaughlin, told Mineweb: ''CFIUS
completed a thorough interagency review of the acquisition and
determined that there were no unresolved issues".
CFIUS, which includes representatives of US financial and military
intelligence groups, is empowered to negotiate directly with parties to
a foreign investment deal under review, and short of banning or
reversing a transaction, it may impose special conditions, including
divestment of units with sensitive technologies. In December, CFIUS
forced a Venezuelan company to sell off a US manufacturer of
voting-machines, which it had acquired several months before. This
action was triggered by US concerns that there were shareholding links
between the Veneuelans and the government of President Hugo Chavez, who
is viewed in Washington as hostile to the Bush Administration.
Evraz launched its bid for OSM on November 20, with an initial deadline
of December 28 for OSM shareholders to tender their shares. That
deadline was then extended to January 9, in order to allow CFIUS to
conduct its 30-day review. Evraz declined to say if, during that time,
there had been negotiations between the company and US officials; or
whether Evraz has agreed to any US security conditions.
Sources in the US have told Mineweb the focus of concern on the part of
security officials in Washington has been a combination of factors --
military technology which OSM uses to manufacture armour plate for
tanks; and shareholder links between Evraz's owners and the Kremlin.The
office of Senator Ron Wyden, one of Oregon's two representatives in the
US Senate, had said earlier "our staff has undertaken a review and we
are not aware of any security concerns.
At the December 28 deadline, about 27% of OSM shares had been tendered
to Evraz. OSM shares moved up during Tuesday trading and ahead of the
CFIUS announcement, the price was $63.07, 18 cents below Evraz's offer
of $63.25. At the close on January 9, Evraz says it had bought 36.6% of
OSM's shares
.
Evraz announced overnight that it is giving OSM shareholders more
time to sell, setting a new offer deadline at 5 pm, New York time, on
January 12. The company announcement also noted "'it was waiving the
condition to the tender offer requiring the expiration or termination
of the International Traffic in Arms Regulations (ITAR) notification
period. Following a careful review of the existing facts and
circumstances, including the results of the CFIUS review of the
transaction, Evraz determined that the review being made pursuant to
ITAR should not further impact the structure of the transaction or the
timing of its closure."
Sentiment towards the takeover has been mixed in Portland, Oregon,
which has a big Russian-speaking community. A Portland investment
advisor with links to OSM, Bill Parish, told Mineweb he had concerns
with the multi-million dollar reward arrangements that would be
triggered for OSM senior executives, if the deal went through.
Regarding the CFIUS review of possible security concerns, Parish said:
"We can't really blame the Russian government for being economically
astute and making strategic long term decisions that will benefit the
Russian people, like creating Gazprom, a dominating firm in the energy
field. Clearly, the smart move now is to create similar dominating
firms in other key industries, especially those that are energy
dependent, like steel. Who knows, perhaps the Oregon Steel employees
would be better off being managed by a Russian state entity than a
small group of top executives lining their pockets. If there is a loser
in this deal it is likely long term oriented shareholders who will see
future gains from holding a quality stock in a strategic industry
vanish."
Bill Parish
Parish & Company
10260 SW Greenburg Rd., Suite 400
Portland, OR 97223
Tel: 503-643-6999 Fax: 503-221-3161
email: bill@billparish.com
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