IPSCO Inc. Announces Cash Tender Offer and Related Consent Solicitation for its 8 3/4% Senior Notes due 2013



    LISLE, Ill., June 18 /CNW/ -- IPSCO Inc. (NYSE/TSX: IPS) today announced
it has commenced a cash tender offer to purchase any and all of its
outstanding 83/4% Senior Notes due 2013 (the "Notes"), as well as a related
consent solicitation to amend the indenture governing the Notes. The tender
offer and consent solicitation are being conducted in connection with SSAB
Svenskt Stal AB's ("SSAB") previously announced agreement to acquire IPSCO
Inc., and is subject to, among other conditions, that all closing conditions
to that acquisition (except those which pursuant to their terms are to be
fulfilled on the closing date) have been satisfied or waived. The tender offer
and consent solicitation are made upon the terms and subject to the conditions
set forth in the Offer to Purchase and Consent Solicitation Statement dated
June 18, 2007 (the "Offer to Purchase") and the related Consent and Letter of
Transmittal.
    The total consideration to be paid for each validly tendered Note,
subject to the terms and conditions of the tender offer and consent
solicitation, will be paid in cash and calculated based in part on the 4.875%
U.S. Treasury Note due May 2008 (the "Reference Security"). The total
consideration for each $1,000 principal amount of Notes will be equal to (i)
the present value of $1,043.75 (the earliest redemption price payable on June
1, 2008, the earliest redemption date, for such principal amount of Notes)
discounted to the Settlement Date (as defined below) from the earliest
redemption date, plus the present value on the Settlement Date of all interest
that would be payable beginning on the next payment date up to, but not
including, the earliest redemption date, in each case determined as set forth
below at a yield equal to the sum of (*) the yield on the Reference Security as
calculated by the Dealer Manager (as defined below) in accordance with
standard market practice, based on the bid price for such Reference Security
as of 2:00 p.m., New York City time, two business days prior to the Expiration
Date (as defined below), as displayed on page BBT3 of the Bloomberg Government
Pricing Monitor, or any other source selected by the Dealer Manager if the
Bloomberg Government Pricing Monitor is not available or is manifestly
erroneous, and (y) a fixed spread of 50 basis points, minus (ii) any accrued
and unpaid interest to, but not including, the Settlement Date. The total
consideration is payable only in respect of Notes validly tendered with
consents, and not withdrawn, on or prior to the Consent Date and purchased in
the tender offer. The total consideration includes a payment of $15.00 per
$1,000 principal amount of Notes (the "Consent Payment") payable only in
respect of Notes validly tendered and with consents delivered on or prior to
the Consent Date. Holders validly tendering Notes after the Consent Date and
on or prior to the Expiration Date (as defined below) will be eligible to
receive only an amount equal to the total consideration less the Consent
Payment (the "tender offer consideration"). Holders whose Notes are purchased
in the tender offer will also be paid accrued and unpaid interest from the
last interest payment date to, but not including, the Settlement Date.
    The detailed methodology for calculating the total consideration and the
tender offer consideration for Notes, as well as a hypothetical example of the
calculation of the total consideration and the tender offer consideration are
outlined in the Offer to Purchase.
    IPSCO Inc. is also soliciting consents from holders of the Notes for
certain proposed amendments which would eliminate substantially all of the
restrictive covenants in the indenture governing the Notes and certain of the
events of default, as well as modify certain other provisions contained
therein (the "Amendments"). Adoption of the Amendments requires the consent of
holders of a majority of the aggregate principal amount of Notes outstanding.
    The consent solicitation and withdrawal rights will expire at 5:00 p.m.,
New York City time, on Friday, June 29, 2007, unless earlier terminated or
extended (such date and time, as the same may be extended, the "Consent
Date"). Holders who validly tender their Notes by the Consent Date will be
eligible to receive the total consideration. Holders who validly tender their
Notes after the Consent Date, and on or prior to 5:00 p.m., New York City
time, Tuesday July 17, 2007 (the "Expiration Date"), will be eligible to
receive only the tender offer consideration.
    The settlement date for notes purchased in the tender offer is expected
to be one business day following the Expiration Date (the "Settlement Date").
Holders whose Notes are purchased will be paid accrued and unpaid interest up
to, but not including, the Settlement Date.
    Holders who tender their Notes must consent to the Amendments. Holders
must validly tender their Notes and deliver their consents on or prior to the
Consent Date in order to be eligible to receive the total consideration;
holders tendering Notes after the Consent Date will only be eligible to
receive the tender offer consideration. Tendered Notes may not be withdrawn
and consents may not be revoked after the Consent Date. The tender offer and
the consent solicitation are subject to the satisfaction of certain
conditions, including receipt of consents in respect to at least a majority of
the principal amount of Notes and that all closing conditions to SSAB's
acquisition (except those which pursuant to their terms are to be fulfilled on
the closing date) have been satisfied or waived on or prior to the Expiration
Date.
    J.P. Morgan Securities Inc. is the sole Dealer Manager for the tender
offer and the consent solicitation and can be contacted at (866) 834-4666
(toll free). Global Bondholder Services Corporation is the Information Agent
and the Depositary for the tender offer and the consent solicitation and can
be contacted at (212) 430-3774 (collect) or toll free at (866) 470-4300.

    
    About IPSCO Inc.
    
    Founded in 1956, IPSCO is a corporation incorporated under the laws of
Canada and a leading producer of energy tubulars and steel plate in North
America with a current annual steel making capacity of 4.3 million tons. IPSCO
operates four steel mills, eleven pipe mills, and scrap processing centers and
product finishing facilities in 25 geographic locations across the United
States and Canada. IPSCO's pipe mills produce a wide range of seamless and
welded energy tubular products including oil & gas well casing, tubing, line
pipe and large diameter transmission pipe. Additionally, IPSCO is a provider
of premium connections for oil and gas drilling and production.

    This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the notes. The offers
to buy the notes only are being made pursuant to the tender offer documents,
including the Offer to Purchase and the related Letter of Transmittal that
IPSCO is distributing to holders of notes. The tender offer is not being made
to holders of notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction.





For further information:

For further information: Tom Filstrup, Director of Investor Relations of
 IPSCO Inc., +1-630-810-4772, tfilstrup@ipsco.com Web Site:
http://www.ipsco.com

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IPSCO INC.

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