EXHIBIT 99.1
[BLUESCOPE STEEL LOGO] BlueScope Steel Limited
ABN 80010 142 453
Xxxxx 00
000 Xxxxxxx
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XX Xxx 00000
Xxxxxxx Xxxxxx Xxxx
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Telephone x00 0 0000 0000
Facsimile x00 0 0000 0000
xxx.xxxxxxxxxxxxxx.xxx
April 23, 2004
Xx. Xxxx X Xxxxxxx
Chairman and CEO
Xxxxxx Manufacturing Company
0000 Xxxxxxxx Xxxxxx
XX Xxx 000000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated
February 15, 2004 (the "Merger Agreement"), by and among BlueScope Steel Limited
("Parent"), BSL Acquisition Corporation ("Purchaser") and Xxxxxx Manufacturing
Company ("Xxxxxx") (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Merger Agreement). Pursuant to
Section 5.16 of the Merger Agreement, Xxxxxx has provided Parent with unaudited
consolidated financial statements for the three months ended March 31, 2004 (the
"Financial Statements"). Furthermore, pursuant to clauses (iv) and (v) of
Section 8.4 (e) of the Merger Agreement, a Company Material Adverse Change is
conclusively deemed to have occurred unless Xxxxxx meets certain specified
thresholds for EBIT, Net Cash Flow and Backlog in the Financial Statements.
Parent has reviewed the Financial Statements and hereby confirms that
EBIT, Net Cash Flow and Backlog, as reflected in the Financial Statements, meet
or exceed the EBIT, Net Cash Flow and Backlog thresholds, and, therefore, no
Company Material Adverse Change has occurred within the meaning of clauses (iv)
and (v) of Section 8.4 (e) of the Merger Agreement.
We look forward to stockholder approval and a timely completion to the
merger.
Sincerely yours,
Xx. Xxxxx Xxxxxx
Chief Financial Officer
BlueScope Steel Limited
