EMJ Announces Approval of Merger
Lynwood, California - April 15, 2005 - Earle M. Jorgensen Company ("EMJ")
today announced that on April 13, 2005, stockholders of its parent, Earle M.
Jorgensen Holding Company, Inc. ("Holding"), approved a merger and
financial restructuring pursuant to which Holding will be merged with and into
a wholly-owned subsidiary of EMJ. As a result of the merger and financial restructuring,
all outstanding Holding notes will be exchanged for 12,997,891 shares of EMJ
common stock and $ 127,100,000 and stockholders of Holding will receive:
• one share of EMJ common stock for each share of Holding common stock
owned by a Holding stockholder;
• $ 403.75 in cash and 41.29 shares of EMJ common stock for each share
of Holding series A preferred stock owned by a Holding stockholder; and
• $ 494.38 in cash and 50.56 shares of EMJ common stock for each share
of Holding series B preferred stock owned by a Holding stockholder.
The issuance of the EMJ common stock pursuant to the merger and the financial
restructuring was registered under the Securities Act of 1933, as amended, pursuant
to EMJ's registration statement on Form S-4, as amended (File No. 333-111882),
filed with the Securities and Exchange Commission and declared effective on
March 15, 2005.
EMJ also announced that on April 14, 2005, it priced its initial public offering
of 17,600,000 shares of EMJ common stock at $10.00 per share. All of the shares
being sold by EMJ. In addition, the underwriters have been granted a 30-day
option to purchase up to an additional 2,640,000 shares from EMJ at the initial
public offering price, solely to cover over-allotments, if any. Credit Suisse
First Boston LLC and Goldman, Sachs & Co. are acting as joint bookrunning
managers for the offering, and Citigroup Global Markets Inc., ABN AMRO Rothschild
LLC, William Blair & Company, L.L.C. and CIBC World Markets Corp. are acting
as co-managers. The EMJ common stock begins trading on The New York Stock Exchange
today under the ticker symbol "JOR."
The net proceeds to EMJ from the offering, not including any proceeds from
the potential exercise of the underwriters' over-allotment option, are expected
to be approximately $164,120,000 and will be used to pay the cash portion of
the merger and the financial restructuring consideration to be received by the
noteholder and stockholders of Holding as described above.
EMJ's public offering will close concurrently with the closing of the merger
and financial restructuring, which is expected to occur on April 20, 2005.