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Court Issues Order for Novamerican Steel Arrangement with Symmetry
10/04/2007 - The Superior Court of Quebec issued interim order providing for Novamerican Steel to hold a special shareholders meeting to consider the announced arrangement with Symmetry.
The Superior Court of Quebec has issued an interim order providing for Novamerican Steel Inc. to hold a special meeting of Novamerican shareholders to consider the announced arrangement with Symmetry Holdings Inc.
The special shareholders’ meeting will be held on October 31, 2007 in Montreal. If approved by the Novamerican shareholders (and subject to final court approval and satisfaction of closing conditions) Symmetry will acquire all of the outstanding Novamerican common shares in exchange for US$56.00 in cash per share (US$585.2 million in cash in the aggregate).
The special shareholders’ meeting will be held on October 31, 2007 in Montreal. If approved by the Novamerican shareholders (and subject to final court approval and satisfaction of closing conditions) Symmetry will acquire all of the outstanding Novamerican common shares in exchange for US$56.00 in cash per share (US$585.2 million in cash in the aggregate).
Novamerican has also determined to pay (at the closing) a special dividend to Novamerican shareholders on a pro rata basis. The special dividend will be equal to the lesser of (i) the amount by which the cash at Novamerican at closing exceeds US$80 million and (ii) the amount by which the sum of cash and inventory of Novamerican at closing exceeds US$225 million. Payment of the special dividend is contingent on, among other things, Novamerican having more than US$80 million of cash and US$135 million in inventory at closing.
Novamerican's principal shareholders, D. Bryan Jones and Scott B. Jones, have agreed, pursuant to a lock-up agreement, to irrevocably support and vote in favor of the arrangement. These shareholders collectively hold approximately 67.5% of the outstanding Novamerican shares.
Novamerican's principal shareholders, D. Bryan Jones and Scott B. Jones, have agreed, pursuant to a lock-up agreement, to irrevocably support and vote in favor of the arrangement. These shareholders collectively hold approximately 67.5% of the outstanding Novamerican shares.
Novamerican Steel Inc., based in Montreal, Canada with eleven operating locations in Canada and eleven operating locations in the United States, processes and distributes carbon steel, stainless steel and aluminum products, including carbon steel tubing for structural and automotive markets.
Symmetry is a company formed for the specific purpose of acquiring businesses that are in the basic industries sector. Since completing its initial public offering in March 2007, Symmetry has dedicated its resources to seeking and evaluating business combination opportunities of industrial, asset-based companies in North America.
