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Nucor Acquires Over 96% of Harris Steel Shares

03/05/2007 -  

Nucor Acquires Over
96% of Harris Steel Shares

March 5, 2007 — Nucor Corp. and Harris Steel Group Inc. announced that as of March 2, 2007, 25,998,212 common shares of Harris Steel (including shares deposited by guaranteed delivery) were deposited to Nucor’s offer to acquire all of the issued and outstanding common shares of Harris Steel for C$46.25 in cash per Harris Steel common share. The offer had been made by a wholly owned indirect subsidiary of Nucor.

Harris Steel has several business units:

  • Harris Rebar, which is involved in the fabrication and placing of concrete reinforcing steel and the design and installation of concrete post-tensioning systems.
  • Laurel Steel, which is a manufacturer and distributor of wire and wire products, welded wire mesh and cold finished bar.
  • Fisher & Ludlow, which is a manufacturer and distributor of heavy industrial steel grating, aluminum grating and expanded metal.

These operations serve customers throughout Canada and the United States.

Harris Steel also participates in steel trading on a worldwide basis through Novosteel (owned 75% by Harris), and in the distribution of reinforcing steel and allied products to customers in the United States through Harris Supply Solutions.

Harris Steel employs approximately 3000 people throughout its organization.

All conditions of the offer had been satisfied prior to the offer’s expiration, and Nucor has taken up all of the Harris Steel common shares that were validly deposited to the offer. Payment for these Harris Steel common shares in the amount of C$1,202,417,305 is expected to be made by no later than Wednesday, March 7, 2007. Nucor now beneficially owns 25,998,212 common shares of Harris Steel, or over 96% of the issued and outstanding common shares of Harris Steel.

Nucor says it intends, as soon as permitted, to exercise its right to acquire the remaining Harris Steel common shares by means of a statutory compulsory acquisition under Section 188 of the Business Corporations Act (Ontario).

Nucor and Harris Steel have agreed to cooperate to enable Nucor to elect or appoint as soon as possible such number of directors of Harris Steel as is proportionate to Nucor's percentage shareholdings of Harris Steel. Nucor may from time to time acquire additional shares of Harris Steel.

Upon completion of the steps to acquire the remaining outstanding Harris Steel common shares, Nucor intends to delist the shares from the Toronto Stock Exchange and to cause Harris Steel to cease to be a reporting issuer.

Nucor and affiliates manufacture of steel products, with operating facilities in nineteen states. Products include carbon and alloy steel bars, beams, sheet and plate; steel joists and joist girders; steel deck; cold finished steel; steel fasteners; metal building systems; and light gauge steel framing. Nucor is the largest recycler in the United States.