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Nucor to Purchase Harris Steel Group

Jan. 3, 2007 — Nucor Corp. has agreed to make a tender offer for all of the shares of Harris Steel Group, Inc. at C$46.25 per share.

Harris Steel has several business units that serve customers throughout Canada and the United States. The company’s business units include:

  • 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.

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

Nucor’s tender offer, which has the full support of the Boards of Directors of both companies, places an approximate value of C$1.25 billion (US$1.07 billion) on the equity of Harris Steel. As of September 30, 2006, Harris Steel had net debt of approximately C$123 million (US$106 million).

Several Harris Steel executives plus members of the Harris family—together, representing more than 50% of Harris Steel’s shares—have entered into a Lock-Up Agreement to irrevocably tender their shares to this offer. Participants in the lock-up agreement include Harris Steel President and Chief Operating Officer Paul Kelly, Harris Steel Chairman and CEO John Harris, and several other members of the Harris family.

Harris Steel's Board of Directors is also unanimously recommending that its shareholders tender their shares to this offer.

Nucor says it expects the transaction to be immediately accretive.

"The acquisition of Harris Steel Group significantly advances Nucor's downstream growth initiatives," said Nucor Chairman and CEO, Dan DiMicco. He added, "Harris Steel has been a strong partner of ours for almost three years, is a company that we know well, has a management team whom we respect, and will be a highly complementary fit with Nucor. Harris Steel provides Nucor with immediate and broad geographical reach and with considerable scale and growth opportunities."

Nucor plans to allow Harris Steel to operate as a separate, wholly owned subsidiary upon completion of the acquisition, which will occur upon satisfactory resolution of regulatory approvals in the US and Canada. Nucor says that it does not expect the transaction to affect the current supplemental dividend practice.

Nucor’s offer will remain open for a minimum of 35 calendar days.


Harris Steel became a public company in 1968. The company posted revenue of C$1.36 billion (US$ 1.19 billion) and after-tax earnings of C$83.25 million (US$72.84 million) in the past 12 months ending September 30th, 2006. Harris Steel employs approximately 3000 people throughout its organization.

Nucor and affiliates manufacture steel products through its operating facilities in nineteen states. Products produced 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 nation's largest recycler.