EXHIBIT 23
[SCHNITZER STEEL INDUSTRIES, INC. LETTERHEAD]
November 13, 1996
BY FACSIMILE
Mr. Xxxxx Xxxxxxxxx
Xxxxxx International Corp.
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
RE: AGREEMENT AND PLAN OF MERGER (THE "AGREEMENT")
Dear Xxxxx:
Schnitzer Steel Industries, Inc. and PIC Acquisition Corporation
(collectively, "Schnitzer") hereby give notice to Proler International Corp.
("Proler") that Schnitzer (1) waives the "Offer Conditions" (as such term is
defined in Annex A to the Agreement) set forth in Section 2(vi) and (viii) of
Annex A, (2) waives the "Offer Condition" set forth in Section 2(ix) of Annex A
with respect to all conditions in existence as of this date, (3) waives the
condition set forth in Section 5.1.4 of the Agreement, (4) waives its right to
terminate the Agreement pursuant to Section 6.2.1 for breaches by Proler of any
of its representations or warranties in the Agreement, and (5) waives its right
to terminate the Agreement pursuant to Section 6.2.1 for any defaults by Proler
to date in its observance or performance of any of its covenants or agreements
under the Agreement; PROVIDED, HOWEVER, that Schnitzer's waiver of said
conditions and termination rights is contingent upon the determination by
Xxxxxx'x board of directors that Schnitzer's offer to purchase Proler's common
stock, with the waiver of the foregoing conditions, is superior to the offer
made by Xxxx Xxx Corporation ("Xxxx Xxx"), as amended by Xxxx Xxx'x letter to
Xxxxxx dated November 13, 1996.
We look forward to the prompt termination of the Xxxx-Xxxxx-Xxxxxx Act
waiting period and the closing of the transaction.
Very truly yours,
/s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
President
cc: Xx. Xxxxxxxx Xxxx
