Symmetry Stockholders Approve Novamerican Acquisition
10/26/2007 - Symmetry Holdings’ stockholders approve the company’s proposed acquisition of Novamerican Steel on Thursday during a special meeting of stockholders.
Symmetry Holdings’ stockholders have approved the company’s proposed acquisition of all of the issued and outstanding shares of Novamerican Steel by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act.
Symmetry shareholders voted their approval during the Special Meeting of Stockholders that was held on Thursday, October 25. Over 80% of the shares cast were voted in favor of the acquisition proposal, and holders of approximately 20% of the shares issued in Symmetry’s initial public offering both voted against the acquisition proposal and properly exercised their conversion rights.
“We have delivered an excellent growth opportunity ahead of our most optimistic schedule and with strong support from our investors,” said Corrado De Gasperis, Symmetry’s CEO. “Novamerican is well suited for the implementation of our operating methodology—The Decalogue™. We are proud of the fine efforts of our entire team. We are both ready and eager to begin implementing our plan.”
The acquisition is expected to be consummated during the first two weeks of November 2007, subject to obtaining the required approval of Novamerican’s stockholders and the satisfaction of other conditions. The meeting of Novamerican’s shareholders to consider the proposed acquisition is scheduled for October 31, 2007.
Novamerican’s principal shareholders have agreed to irrevocably support and vote all of their common shares of Novamerican (approximately 67.5% of the shares outstanding) in favor of the acquisition pursuant to the terms of their lock-up agreement with Symmetry.
Following completion of the acquisition, a successor corporation to Novamerican will be a wholly-owned indirect subsidiary of Symmetry.
Symmetry Holdings was formed for the specific purpose of acquiring businesses that are in the basic industries sector. On June 21, 2007, Symmetry entered into an arrangement agreement with Novamerican, pursuant to which it plans to acquire all of the outstanding Novamerican common shares by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act.
Based in Montréal, Canada, Novamerican Steel operates twenty-two facilities in Canada and the U.S., 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. Novamerican also produces roll-formed steel sections and manufactures heavy equipment parts and accessories. Novamerican's flat-rolled processing capabilities include pickling, slitting, blanking, leveling, temper-rolling and cutting-to-length to precise customer specifications. Additionally, Novamerican performs many of these processing services for customers who provide their own steel, referred to in the industry as toll processing.
