News & Events

On June 1, 2010, Gerdau S.A., a Brazilian corporation, proposed to acquire the shares of Gerdau Ameristeel Corporation, a Canadian corporation headquartered in Tampa, FL, that it does not already own for $11.00 per share.  This proposal values Gerdau Ameristeel’s minority held shares at approximately US$1.6 billion. Gerdau S.A. already owns 66.3% of the outstanding shares of Gerdau Ameristeel.  Simpson Thacher represented Gerdau S.A. in the proposed transaction.

The Board of Directors of Gerdau Ameristeel, following the recommendation of a special committee of independent directors, has said that it would support a transaction at the price contemplated by the proposal, subject to finalization of definitive documentation for the transaction. 

Gerdau S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) is the leading producer of long steel in the Americas and one of the world’s largest suppliers of special long steel.  Gerdau Ameristeel (NYSE: GNA, TSX: GNA) 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. 

It is contemplated that the transaction would be implemented pursuant to a plan of arrangement under the laws of Canada.  The transaction will be subject to usual conditions for a plan of arrangement including the approval of a majority of Gerdau Ameristeel shareholders represented in person or by proxy at the special meeting of shareholders, other than Gerdau S.A. and its related parties. The merger is expected to close in the third quarter of 2010.

The Simpson Thacher attorneys working on the deal are: Alan Klein and Tom Lamprecht (M&A); John Creed and Noah Beck (Tax); Alvin Brown (Executive Compensation and Employee Benefits).