United States Steel Corporation (NYSE:X) and Lone Star Technologies, Inc. (NYSE:LSS) have entered into a definitive agreement under which U. S. Steel will acquire Lone Star, a leading manufacturer of welded oilfield tubular goods, for $67.50 per share in cash. The agreement was unanimously approved by the boards of directors of both U. S. Steel and Lone Star.
U. S. Steel expects that the acquisition of Lone Star will strengthen its position as a premier producer of tubular products for the energy sector and will create North America’s largest tubular producer. The transaction will broaden U. S. Steel’s energy product offerings by joining U. S. Steel’s predominantly seamless tubular business with Lone Star’s complementary welded tubular business, coupling manufacturing and tubular processing services. Following the transaction, U. S. Steel will have annual North American tubular manufacturing capability of approximately 2.8 million tons.
U. S. Steel expects that the transaction will be accretive to its 2007 earnings per share before considering expected synergies and excluding the accounting effects of the sale of acquired inventory and other customary purchase accounting adjustments. U. S. Steel projects that the combination with Lone Star’s operations will generate annual pre-tax operating synergies in excess of $100 million by the end of 2008.
Under the terms of the definitive agreement, U. S. Steel will acquire all of the outstanding shares of Lone Star for $67.50 per share in cash – an aggregate value of approximately $2.1 billion. The price per share represents a premium of approximately 39 percent to Lone Star’s closing share price of $48.45 on March 28, 2007, and a premium of approximately 43 percent to its 90- day average trading price.
U. S. Steel will pay for the acquisition through a combination of cash on hand and financing obtained under its existing receivables purchase program and three new fully committed bank credit facilities provided by JPMorgan.
The transaction is subject to the approval of Lone Star’s shareholders and other customary closing conditions, including regulatory approvals, and is expected to close in the second or third quarter of 2007.
J.P. Morgan Securities Inc. and Morgan, Lewis & Bockius LLP acted as financial and legal advisers, respectively, to U. S. Steel. Goldman, Sachs & Co. and Weil, Gotshal & Manges LLP acted as financial and legal advisers, respectively, to Lone Star.
About United States Steel Corporation
United States Steel Corporation is an integrated steel producer with major production operations in the United States and Central Europe. An integrated steelmaker uses iron ore and coke as primary raw materials for steel production, and U. S. Steel has annual raw steel production capability of 19.4 million tons in the United States and 7.4 million tons in Central Europe. The company manufactures a wide range of value-added steel products for the automotive, appliance, container, industrial machinery, construction and oil and gas industries. U. S. Steel’s integrated steel facilities include Gary Works in Gary, Ind.; Great Lakes Works in Ecorse and River Rouge, Mich.; Mon Valley Works, which includes the Edgar Thomson Plant and the Irvin Plant near Pittsburgh, Pa., and the Fairless Plant near Philadelphia, Pa.; Granite City Works in Granite City, Ill.; Fairfield Works in Fairfield, Ala.; U. S. Steel Kosice in the Slovak Republic; and U. S. Steel Serbia. U. S. Steel also operates finishing facilities at the Midwest Plant in Portage, Ind., East Chicago Tin in Indiana, and Lorain Tubular Operations in Lorain, Ohio, and is involved in several steel finishing joint ventures. U. S. Steel produces coke at Clairton Works near Pittsburgh and at Gary Works and Granite City Works. The company operates two iron ore mines through its Minnesota Ore Operations on the Mesabi Iron Range in northern Minnesota, one in Mt. Iron and one in Keewatin. In addition, U. S. Steel is involved in transportation services (railroad and barge operations) and real estate operations.
About Lone Star Technologies, Inc.
Lone Star Technologies, Inc. is a $1.4 billion holding company whose principal operating subsidiaries manufacture and market oilfield casing, tubing and line pipe, specialty tubing products, including finned tubes used in a variety of heat recovery applications, and flat rolled steel and other tubular products and services.