Evraz Group to acquire Claymont Steel for $564.8 million

Evraz Group S.A. and Titan Acquisition Sub Inc., a wholly owned subsidiary of Evraz (Titan), announced that they have entered into a definitive agreement with Claymont Steel Holdings Inc. under which Evraz will acquire Claymont Steel for US$23.50 per share, for an aggregate price of approximately $564.8 million (including debt and net of cash). The offer price of $23.50 per share represents a premium of 19.1 percent to Claymont Steel's three-month volume-weighted average stock price, a premium of 38.2 percent to Claymont Steel's initial public offering price of $17.00 in December 2006, and a premium of 6.8 percent to the closing price of Claymont Steel's stock on Friday, December 7, 2007, of $22.00.

Under the terms of the agreement, Titan will make a cash tender offer for all shares of Claymont Steel common stock and then merge with Claymont Steel. The board of directors of Claymont Steel has unanimously recommended that the shareholders of Claymont Steel accept the offer.

H.I.G. Capital LLC Inc., which owns approximately 42.6 percent of Claymont Steel's issued common stock, has committed to tender its shares in the offer.

The offer, which is expected to commence during the week of December 17, 2007, will be subject to customary conditions, including antitrust clearance and the acquisition by Evraz of a majority of Claymont Steel's shares. The offer will be followed by a merger at the same price. Upon completion of the transaction, Claymont Steel will become a subsidiary of Evraz.

Jeff Bradley, Claymont Steel's chairman and chief executive officer, said: "We believe that this transaction delivers significant value to our stockholders. We are excited at the opportunity to become part of a company with a significant international presence. As a plate producer, we believe Claymont Steel will be able to contribute to and complement Evraz's North American operations at Evraz Oregon Steel Mills Inc. We believe that our customers will also support this deal."

"This transaction represents yet another important step in the implementation of our long-term strategy to develop higher value downstream markets," said Alexander Frolov, Evraz's chairman and CEO. "It will expand our presence in North America, one of the most important steel markets globally. Having acquired Oregon Steel Mills at the beginning of this year, we laid the foundation of our American plate business and intend to continue to strengthen it now with Claymont Steel's steel plate production. We will also be happy to have Claymont Steel's experienced personnel joining Evraz's multinational team."

Claymont Steel's headquarters and manufacturing facilities are located in Claymont, Del.