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International Steel and Bethlehem
Steel Sign Purchase Agreement
Cleveland, OH— International Steel Group Inc. (ISG)
and Bethlehem Steel Corporation (Bethlehem) finalized the terms by which
ISG will acquire the steelmaking business of Bethlehem and submitted the
agreement to the U.S. Bankruptcy Court for approval.
In these actions, the two steelmakers, North America's second and third
largest integrated producers, executed a formal Asset Purchase Agreement
(APA) detailing the terms and conditions of the sale. This follows the
previously announced acceptance of ISG's offer in summary form by a unanimous
vote of Bethlehem's Board of Directors on February 8, 2003, and the recent
clearance of the Hart Scott Rodino waiting period. The APA is subject
to Bankruptcy Court approval at a hearing, which is expected to be held
on or about April 22, 2003. ISG believes the APA will be approved at that
time and that the closing will occur shortly thereafter.
Under the terms of the APA, ISG will acquire substantially
all of Bethlehem's assets, including the steelmaking operations in Burns
Harbor, Indiana; Sparrows Point, Maryland; and Steelton, Coatesville and
Conshohocken, Pennsylvania. Other assets included in the purchase agreement
include Bethlehem's interests in Hibbing Taconite Mining Company in Hibbing,
Minnesota; steel finishing plants in Ohio, New York, and Indiana; and
joint ventures in Illinois, Indiana, Mississippi and Florida. The purchase
will also include the Martin Tower office building in Bethlehem, Pennsylvania,
other properties and working capital. The total purchase price will be
$1.5 billion. Consideration is a combination of cash and the assumption
of certain debt and other obligations, including environmental, employee-related,
tax and lease obligations.
"We are eager to welcome the Bethlehem employees
and their outstanding facilities to the ISG family, and we look forward
to serving our nation's premier manufacturing companies with excellent
quality steel made under the most efficient conditions in the industry,"
said Rodney Mott, ISG's President and Chief Executive Officer.
ISG also said that it has reached agreement with the
United Steelworkers of America (USWA) on the principles of a basic labor
agreement based on the labor contract recently ratified by ISG employees
at the former LTV Steel and Acme Steel facilities. The company anticipates
that negotiations to finalize the agreement for ratification by Bethlehem
workers will be concluded in the near future. The company also indicated
that it would be working with the USWA and its local union officials at
Bethlehem locations to address transition and plant specific issues.
ISG was organized by WL Ross & Co. LLC in February 2002 to acquire
world- class steelmaking assets and, in full cooperation with the USWA,
restructure those facilities to be internationally competitive. ISG purchased
the principal steelmaking assets of The LTV Corporation in April 2002,
including the integrated facilities in Cleveland, Ohio and East Chicago,
Indiana; a finishing facility in Hennepin, Illinois; and coke making facilities
in Warren, Ohio. In October 2002, ISG purchased a sheet mini-mill in Riverdale,
Illinois, which was previously operated by Acme Steel Company. The acquisition
of Bethlehem's assets, if consummated, would make ISG the largest integrated
producer of steel in North America, with over 16 million tons of annual
shipments.