EX-99.1
2
dex991.htm
PRESS RELEASE DATED APRIL 20, 2005
Press Release Dated April 20, 2005
EXHIBIT 99.1
e
News Release
For Immediate
Release
EMJ ANNOUNCES CLOSING OF MERGER AND INITIAL
PUBLIC OFFERING
Lynwood, California - April 20, 2005 - Earle M.
Jorgensen Company ("EMJ") today announced that it has closed its merger and financial restructuring pursuant to which EMJ's parent, Earle M. Jorgensen Holding Company, Inc. ("Holding"), was merged with and into a
wholly-owned subsidiary of EMJ. As a result of the merger and financial restructuring, all outstanding Holding notes were exchanged for 12,997,890 shares of EMJ common stock and approximately $127,100,000 in cash and stockholders of Holding are
entitled to 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 today that it has closed its initial public offering of
17,600,000 shares of EMJ common stock. All of the shares were 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 of $10.00 per
share, solely to cover over-allotments, if any. Credit Suisse First Boston LLC and Goldman, Sachs & Co. acted 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. acted as co-managers. The EMJ common stock began trading on The New York Stock Exchange on April 15, 2005, 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, were approximately
$164,120,000 and are being 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. This initial public offering was made solely
by means of a prospectus, copies of which may be obtained from Credit Suisse First Boston LLC, 11 Madison Avenue, New York, NY 10010 and Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004.
EMJ, with headquarters in Lynwood, California, is a leading distributor of metal bar and
tubular products used by North American manufacturing companies. EMJ inventories more than 25,000 different metal products in large quantities from primary producers, including a broad mix of carbon steel, stainless steel and aluminum bar. EMJ
distributes its broad range of metal products and provides its customers value-added metal processing and inventory management services from its distribution network of 35 strategically located service and processing centers in the United States and
Canada.
Contact:
William S. Johnson,
Vice President, Chief Financial Officer and Secretary
323-567-1122
# # # #

EX - 99 . 1 2 dex991 . htm PRESS RELEASE DATED APRIL 20 , 2005 Press Release Dated April 20 , 2005 EXHIBIT 99 . 1 e News Release For Immediate Release EMJ ANNOUNCES CLOSING OF MERGER AND INITIAL PUBLIC OFFERING Lynwood , California - April 20 , 2005 - Earle M . Jorgensen Company ( " EMJ " ) today announced that it has closed its merger and financial restructuring pursuant to which EMJ 's parent , Earle M . Jorgensen Holding Company , Inc . ( " Holding " ) , was merged with and into a wholly - owned subsidiary of EMJ . As a result of the merger and financial restructuring , all outstanding Holding notes were exchanged for 12,997,890 shares of EMJ common stock and approximately $ 127,100,000 in cash and stockholders of Holding are entitled to 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 today that it has closed its initial public offering of 17,600,000 shares of EMJ common stock . All of the shares were 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 of $ 10.00 per share , solely to cover over - allotments , if any . Credit Suisse First Boston LLC and Goldman , Sachs & Co . acted 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 . acted as co - managers . The EMJ common stock began trading on The New York Stock Exchange on April 15 , 2005 , 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 , were approximately $ 164,120,000 and are being 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 . This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer , solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state . This initial public offering was made solely by means of a prospectus , copies of which may be obtained from Credit Suisse First Boston LLC , 11 Madison Avenue , New York , NY 10010 and Goldman , Sachs & Co . , 85 Broad Street , New York , NY 10004 . EMJ , with headquarters in Lynwood , California , is a leading distributor of metal bar and tubular products used by North American manufacturing companies . EMJ inventories more than 25,000 different metal products in large quantities from primary producers , including a broad mix of carbon steel , stainless steel and aluminum bar . EMJ distributes its broad range of metal products and provides its customers value - added metal processing and inventory management services from its distribution network of 35 strategically located service and processing centers in the United States and Canada . Contact : William S . Johnson , Vice President , Chief Financial Officer and Secretary 323 - 567 - 1122 # # # #