Metals USA Announces End of "Go-Shop" Period, Termination of Antitrust Waiting Period
03/11/2013 - Metals USA Holdings Corp. announced the expiration of the 30 day "go-shop" period pursuant to the terms of the previously announced merger agreement between Metals USA Holdings Corp. and Reliance Steel & Aluminum Co.
Metals USA Holdings Corp. announced the expiration of the 30 day "go-shop" period pursuant to the terms of the previously announced merger agreement, entered into on 6 February 2013, among Metals USA Holdings Corp., Reliance Steel & Aluminum Co. and RSAC Acquisition Corp., a wholly-owned subsidiary of Reliance. Pursuant to the terms of the agreement, Metals USA stockholders will be entitled to receive US$20.65 per share in cash upon consummation of the merger.
Under the terms of the merger agreement, Metals USA had the right to solicit alternative acquisition proposals from third parties until 11:59 p.m., Eastern time on 8 March 2013, a period of 30 calendar days after the execution of the merger agreement. During the "go-shop" period, Metals USA and its financial advisor, Goldman, Sachs & Co., at the direction of Metals USA's board of directors, contacted 67 potential alternative financial and strategic acquirers. None of the prospective buyers contacted during the "go-shop" period indicated an interest in submitting a proposal to acquire Metals USA, and no other person has made an unsolicited inquiry or proposal.
Metals USA also announced that it has received notice from the Federal Trade Commission granting early termination of the mandatory waiting period under the Hart-Scott Rodino Antitrust Improvements Act, receipt of which was a condition to consummation of the merger.
Metals USA expects to file shortly with the Securities and Exchange Commission definitive proxy materials related to the special meeting of Metals USA's stockholders to vote on a proposal to adopt the merger agreement. Metals USA has established a record date and a meeting date for the special meeting of its stockholders to consider and vote upon the proposal to adopt the merger agreement. Metals USA stockholders of record at the close of business on 4 March 2013 will be entitled to receive notice of the special meeting and to vote at the special meeting. The special meeting will be held at The Westin Fort Lauderdale, 400 Corporate Dr., Fort Lauderdale, FL 33334 on Wednesday, 10 April 2013, at 11:00 a.m., Eastern time.
The parties currently expect to complete the merger during the second quarter of 2013, subject to satisfaction of the closing conditions, including receipt of Metals USA stockholder approval.
