On August 30, 2010, Gerdau S.A. completed its acquisition of all the issued and outstanding common shares of Gerdau Ameristeel Corporation (“Gerdau Ameristeel”) not already held by it for US$11 in cash per share by way of a plan of arrangement under the Canada Business Corporations Act (the “Arrangement”). The Arrangement was approved at a special meeting of Gerdau Ameristeel shareholders (including approval by a “majority of the minority”), and was subsequently approved by the Ontario Superior Court of Justice. 145,331,071 common shares were acquired pursuant to the Arrangement, for an aggregate purchase price of approximately US$1.6 billion.
Brazil-based Gerdau S.A. is the leading producer of long steel in the Americas.
Gerdau Ameristeel is the second-largest mini-mill steel producer in North America.
Gerdau S.A. was represented in-house by General Counsel Expedito Luz, and in the United States by Simpson Thacher & Bartlett LLP with a team that included Alan Klein and Thomas Lamprecht (corporate/securities); John Creed and Noah Beck (tax); Alvin Brown and Jamin Koslowe (benefits) and Peter Kazanoff and Helena Almeida (litigation). Gerdau was represented in Canada by Goodmans LLP with a team that included Jonathan Lampe, Michael Partridge and Ryan Done (corporate/securities); Mitchell Sherman and Jon Northup (tax) and Tom Friedland and Jason Wadden (litigation).
Gerdau Ameristeel was represented in-house by General Counsel Robert Lewis, and by Torys LLP with a cross-border team that included Karrin Powys-Lybbe, John Emanoilidis, Peter Bryce and Luke Crosby (corporate/securities); Christina Medland (compensation); James Welkoff and Catrina Card (tax) and Linda Plumpton and Justin Necpal (litigation) in Canada; and Andrew Beck, Daniel Raglan and Heding Yang (corporate/securities); Peter Keenan (tax) and David Wawro (litigation) in the United States.
The Special Committee of Gerdau Ameristeel was represented by Dean Blain and Kathleen Ritchie of Gowling Lafleur Henderson LLP.