IPSCO makes $1.46 billion acquisition
IPSCO Inc. and NS Group, Inc. jointly announced
that they have entered into a definitive agreement in which IPSCO
will acquire NS Group, a manufacturer of seamless and welded oilfield
Under the terms of the agreement, approved by
both companies’ Boards of Directors, IPSCO will acquire all
of the outstanding shares of NS Group for $66 per share in cash,
for an aggregate price of approximately $1.46 billion, including
NS Group’s net cash. The share price represents a premium
of approximately 43% to NS Group’s closing share price on
September 8, 2006 and a premium of approximately 33% to its 90-day
average trading price. IPSCO will finance the acquisition through
a combination of cash on hand and debt obtained under a fully committed
bank credit facility.
The transaction is expected to be accretive to
IPSCO’s 2007 earnings per share before giving effect to synergies.
In addition, it is estimated that the transaction will generate
more than $50 million in annual pre-tax operating synergies, which
are anticipated to be fully realized within three years.
The transaction, which is expected to close by
year-end 2006, is subject to approval of NS Group’s shareholders
and other customary closing conditions, including regulatory approvals.