Antitrust Review Period Closes Early For AK Steel’s Proposed Acquisition of National Steel

 

Middletown, OH, February 26, 2003—AK Steel Corporation (NYSE: AKS) said it received notification today from the Federal Trade Commission Premerger Notification Office that the antitrust agencies have closed the waiting period ahead of schedule with regard to the company’s proposed acquisition of National Steel Corporation.  As a result, AK Steel will not receive a second request with regard to its proposed acquisition of National Steel.

National Steel announced on February 6 that the Department of Justice (DOJ) had issued a Request for Additional Information, or second request, with regard to a proposed acquisition of National Steel by U.S. Steel.  The DOJ has been conducting a review under the Hart-Scott-Rodino Antitrust Act of the two competing acquisition bids for National Steel.

“We are pleased that the antitrust regulatory review of our proposed acquisition of National Steel has closed early,” said Richard M. Wardrop, Jr., chairman and CEO of AK Steel.  “We have submitted the superior bid and we are negotiating with the United Steelworkers of America.  It is our hope that we can reach an agreement with the union on a new contract for National employees that is competitive and recognizes the business model required for sustained success in the domestic steel industry,” Mr. Wardrop said. 

AK Steel and National Steel have signed an Asset Purchase Agreement for AK Steel to acquire substantially all of the steelmaking and finishing assets of National for $1.125 billion.  The agreement is subject to various contingencies, including the approval of the bankruptcy court, following a formal auction scheduled for early April.  AK Steel’s current bid topped a January 29 bid from U.S. Steel of $1.050 billion, according to AK Steel. 

Of the total AK Steel bid, $200 million consists of the assumption of certain liabilities and the remaining $925 million would be payable to National Steel in cash, with $450 million of that amount for net working capital.

AK Steel said it believes the acquisition would give the company the potential to realize cost-based synergies in excess of $250 million annually.  Under the purchase agreement AK Steel would acquire National’s integrated steel plants in Ecorse and River Rouge, Michigan, and Granite City, Illinois, as well as the Midwest finishing facility in Portage, Indiana.  AK Steel will also acquire the assets of National Steel Pellet Company in Keewatin, Minnesota, the administrative offices in Mishawaka, Indiana, various subsidiaries, and National’s share of the Double G joint venture in Jackson, Mississippi, as well as net working capital related to the acquired assets.

Headquartered in Middletown, Ohio, AK Steel produces flat-rolled carbon, stainless and electrical steel products for automotive, appliance, construction and manufacturing markets, as well as tubular steel products. The company operates steel producing and finishing facilities in Ohio, Kentucky, Pennsylvania and Indiana.  Additional information about AK Steel is available on the company’s web site at www.aksteel.com.

National Steel, headquartered in Mishawaka, Indiana, filed a voluntary petition under Chapter 11 of the Bankruptcy Code in March of 2002, but has continued to operate its facilities.  National operates steel producing and finishing facilities in Indiana, Illinois and Michigan.  More information is available on the company’s web site at www.nationalsteel.com.