Symmetry Holdings Closes Acquisition of Novamerican Steel
11/19/2007 - Symmetry Holdings completes its acquisition of steel service center, processor and tubing manufacturer Novamerican Steel.
Symmetry Holdings Inc. has completed its acquisition of steel service center, processor and tubing manufacturer Novamerican Steel, Inc. Novamerican’s shareholders received US$56.00 in cash per share (US$585.2 million in cash in the aggregate) for all of the outstanding shares of Novamerican.
The acquisition was carried out under a court-approved statutory plan of arrangement governed by the Canada Business Corporations Act. Symmetry’s stockholders approved the acquisition on October 25, 2007, and Novamerican’s shareholders approved it on October 31, 2007. As part of the completion of the transaction, a wholly owned, indirect Canadian subsidiary of Symmetry was amalgamated with Novamerican, and the successor corporation is named Novamerican Steel Inc.
“We are pleased to have successfully completed the transactions in full accordance with the plan of arrangement,” said Corrado De Gasperis, Symmetry’s CEO. “Novamerican is well suited for the implementation of our operating methodology, The Decalogue, and we are ready to begin implementing our plan.”
Funding for the acquisition included approximately US$112 million of cash held in trust by Symmetry that was raised in its initial public offering in March 2007 and proceeds from the sale of US$315 million aggregate principal amount of debt securities; US$68 million of borrowings under a US$175 million senior secured asset-based credit facility; and the sale of 1,875,000 units of Symmetry to affiliates of Symmetry’s Chairman and Special Advisor, for an aggregate of US$15 million, in a private placement.
In accordance with the arrangement agreement, Novamerican paid a special dividend to Novamerican shareholders immediately prior to the closing of the acquisition, on a pro rata basis, equal to US$1.50 in cash per share (US$15.675 million in cash in the aggregate). Symmetry stockholders who properly exercised their conversion rights will be entitled to receive US$7.84 in cash per share (US$30.3 million in cash in the aggregate) in exchange for their shares of Symmetry common stock.
Novamerican Steel is a North American steel service center, processor and tubing manufacturer.
Symmetry Holdings was initially formed for the specific purpose of acquiring a business in the basic industries sector. Following its acquisition of Novamerican, Symmetry has twenty-two operating locations in Canada and the United States. It processes and distributes carbon steel, stainless steel and aluminum products and operates as an intermediary between primary metal producers and manufacturers that require processed metal, often on a just-in-time delivery basis. Symmetry also produces roll-formed steel sections and manufactures heavy equipment parts and accessories. Symmetry's flat rolled processing capabilities include pickling, slitting, blanking, leveling, temper-rolling and cutting-to-length to precise customer specifications. Additionally, Symmetry performs many of these processing services for customers who provide their own steel, referred to in the industry as toll processing.
