TAMPA, FL, June 30 /PRNewswire-FirstCall/ - Gerdau
Ameristeel Corporation (TSX: GNA, NYSE: GNA) and Gerdau S.A.
(Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) announced today that they
have entered into a definitive arrangement agreement to implement
the previously announced (on June 2,
2010) proposal to take Gerdau Ameristeel private at a price
of US$11.00 cash per Common
Share.
The transaction, which values Gerdau Ameristeel's publicly held
shares at US$1.6 billion, will be
implemented by way of a court-approved plan of arrangement under
Ontario law.
The transaction has been approved unanimously by the board of
directors of Gerdau Ameristeel (with the representatives of Gerdau
S.A. declaring their interests in the transaction and abstaining
from voting) following the report and unanimous recommendation of a
special committee of independent directors (the "Special
Committee"). In doing so, the board of directors of Gerdau
Ameristeel determined that the arrangement is fair to the
shareholders of Gerdau Ameristeel (other than Gerdau S.A. and its
related parties) and is in the best interests of Gerdau Ameristeel.
The board of directors of Gerdau Ameristeel also determined
unanimously (with the representatives of Gerdau S.A. declaring
their interests in the transaction and abstaining from voting) to
recommend to the shareholders of Gerdau Ameristeel (other than
Gerdau S.A. and its related parties) that they vote their Common
Shares in favour of the transaction. The complete recommendations
and reasons of the Special Committee and the board of directors of
Gerdau Ameristeel and full details of the terms of the transaction
will be included in the management proxy circular that will be sent
to holders of Common Shares in connection with the special meeting
to consider the arrangement.
The special meeting of shareholders to consider the arrangement
will be held on August 10, 2010. A
record date of June 18, 2010 for
determining shareholders entitled to vote and receive notice of the
meeting was announced by Gerdau Ameristeel earlier this month.
To be implemented, the arrangement will require approval by
two-thirds of the votes cast by holders of Common Shares. Gerdau
S.A. has agreed to vote all Common Shares held directly or
indirectly by it in favour of the arrangement. The arrangement also
will require approval by a simple majority of the votes cast by
holders of Common Shares, other than Gerdau S.A., Gerdau Steel
North America Inc., their respective directors and senior officers
and any other "related parties", "interested parties" and "joint
actors". In addition, the arrangement will require approval by the
Ontario Superior Court of Justice and will be subject to certain
customary conditions.
Copies of the arrangement agreement and certain related
documents will be filed with Canadian securities regulators and
with the U.S. Securities and Exchange Commission and will be
available on the Canadian SEDAR website at www.sedar.com and on the
U.S. Securities and Exchange Commission's website at www.sec.gov.
The management proxy circular in connection with the special
meeting of shareholders to consider the arrangement is expected to
be mailed to shareholders in July. The circular also will be
available as part of Gerdau Ameristeel's public filings at
www.sedar.com and www.sec.gov.
It is anticipated that the transaction, if approved by
shareholders, will be completed in August
2010.
About Gerdau S.A.
Gerdau S.A. is the leading producer of long steel in the
Americas and one of the world's largest suppliers of special long
steel. It has plants in 14 countries spanning the Americas,
Europe and Asia, with total installed capacity of more
than 25 million metric tons of steel. It is the largest recycler in
Latin America, transforming
millions of metric tons of scrap into steel every year. With over
140,000 shareholders, Gerdau S.A.'s publicly-held companies are
listed in the stock exchanges of Sao
Paulo (Bovespa: GGBR4, GGBR3, GOAU4, GOAU3 and AVIL3),
New York (NYSE: GNA, GGB),
Toronto (TSX: GNA), Madrid (Latibex: XGGB) and Lima (BVL: SIDERC1).
About Gerdau Ameristeel
Gerdau Ameristeel is the second largest mini-mill steel producer
in North America, with annual
manufacturing capacity of approximately 10 million metric tons of
mill finished steel products. Through its vertically integrated
network of mini-mills, scrap recycling facilities and downstream
operations, Gerdau Ameristeel serves customers throughout
the United States and Canada. The Company's products are generally
sold to steel service centers, steel fabricators, or directly to
original equipment manufacturers for use in a variety of
industries, including non-residential, infrastructure, commercial,
industrial and residential construction, metal building,
manufacturing, automotive, mining, cellular and electrical
transmission and equipment manufacturing. Gerdau Ameristeel's
majority shareholder is Gerdau S.A.
Forward Looking Statements
This release contains forward-looking statements relating to the
acquisition by Gerdau S.A. of the shares of Gerdau Ameristeel that
Gerdau S.A. does not already own, including statements regarding
the completion of the proposed transaction and other statements
that are not historical facts. Such forward-looking statements are
subject to important risks and uncertainties including, without
limitation, approval of applicable governmental authorities,
required Gerdau Ameristeel shareholder approval and necessary court
approvals and the satisfaction or waiver of certain other
conditions contemplated by the definitive arrangement agreement. As
a result of these risks and uncertainties, the proposed transaction
could be modified, restructured or not be completed, and the
results or events predicted in these forward-looking statements may
differ materially from actual results or events. These
forward-looking statements are not guarantees of future
performance, given that they involve risks and uncertainties.
Gerdau S.A. and Gerdau Ameristeel do not assume and expressly
renounce any obligation to update any of these forward-looking
statements, which are only applicable on the date on which they
were made. Additionally, Gerdau S.A. and Gerdau Ameristeel
undertake no obligation to comment on expectations of, or
statements made by third parties in respect of the proposed
transaction.
SOURCE Gerdau Ameristeel Corporation