On November 15, 2007, Novamerican Steel Inc. (“Novamerican”) was acquired by a wholly-owned indirect subsidiary of Symmetry Holdings Inc. (“Symmetry”). Symmetry paid US$56 per share for each outstanding Novamerican share, for an aggregate purchase price of US$585.2 million. Symmetry is a company formed for the specific purpose of acquiring businesses that are in the basic industries sector. Since completing its initial public offering in March 2007, Symmetry has dedicated its resources to seeking and evaluating business combination opportunities of industrial, asset-based companies in North America.
This acquisition was completed by way of a plan of arrangement under the Canada Business Corporations Act. Pursuant to lock-up agreements with the principal shareholders of Novamerican, shareholders representing in total approximately 67.5 per cent of the outstanding Novamerican shares irrevocably agreed to support and vote their shares in favour of the special resolution approving the arrangement. The arrangement was unanimously approved by the board of directors of Novamerican following the report and unanimous recommendation of the arrangement by a special committee of independent directors.
Funding for the acquisition purchase price and related expenses was provided in part by debt financing, including borrowings under a new five-year $175 million senior secured asset-based credit facility, and proceeds from the private placement of $315 million aggregate principal amount of 11.5 per cent senior secured notes due 2015; and the sale in a private placement of 1,875,000 units of Symmetry for $15 million. The credit facility was made available by a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A. Toronto Branch, as Canadian agent, and CIT Business Credit Canada Inc. and The CIT Group/Business Credit, Inc., as syndication agents, J.P. Morgan Securities Inc. and CIBC World Markets Corp. as joint lead arrangers and bookrunners, and Bank of America, N.A., The Bank of Nova Scotia and General Electric Capital Corporation, as Co-Documentation Agents. J.P. Morgan Securities Inc. and CIBC World Markets Corp. acted as joint book-running managers of the offering of the senior secured notes.
Symmetry was represented in-house by General Counsel Karen Narwold, and assisted by Davies Ward Phillips & Vineberg LLP and Kelley Drye & Warren LLP. The Davies team included Kenneth Klassen, Brett Seifred and Jennifer Pankratz (corporate and securities), Ian Crosbie and Raj Juneja (tax), Alain Roberge, Philippe Johnson and Anthony Arquin (banking and financing), Gabriella Lombardi and Robert Abrams (real estate), Louis-Martin O'Neill (litigation), and Mark Katz and Anita Banicevic (regulatory). The Kelley Drye team included Patricia M. Lee and M. Ridgway Barker (banking, securities and financing), Gregory M. McKenzie (tax), Lawrence A. Cox (real estate), Jeanne Solomon, Michael Rueda and Michael L. Pflaum (securities), and Thomas H. Ferguson, Subhana Rahim, Matthew Zucker, Randall Fenlon and Danielle Kersis (corporate and financing).
Novamerican was represented by Stikeman Elliott LLP with a team that included Michael L. Richards, André J. Roy, Pierre-Yves Leduc, Jason Streicher and Philippe Tommei (corporate and securities); Luc Bernier, Antoine Stébenne and Fanny Brodeur (tax); Jean Fontaine (litigation); Caroline Boutin and Marco Rodrigues (banking); John Dow and Valérie Mac-Seing (real estate) and D. Jeffrey Brown (competition and Investment Canada); and by Dennis J. White (corporate), Rebecca L. Schuster (securities) and Mark McCarthy (banking and real estate) of McDermott Will & Emery LLP.
The special committee of the board of directors of Novamerican was represented by Paul Raymond and Steve Malas of Ogilvy Renault LLP.
Cravath, Swaine & Moore LLP and McMillan Binch Mendelsohn LLP were counsel for the agents and arrangers in the credit financing and for the initial purchasers and book-running managers in the senior notes financing. The Cravath team included James D. Cooper, William V. Fogg, Tatiana Lapushchik, Eric L. Schiele, Chrystie H. Perry, Lee H. Saladino, Edward J. Lee, Nicole M. Rubinstein and Jonathan R. Dixon. The McMillan team included Jeff Rogers, Koula Hatzikiriakos, Andrea St. Bernard, Paula Bokser and Tushara Weerasooriya (banking and financing), Sean Farrell, Larry Markowitz and Kim Poster (corporate and securities), Michael Friedman and Todd Miller (tax) and Andrea Onn, Voula Neofotistos and Robert Antenore (real estate).