- Statement of Ownership: Private Transaction (SC 13E3)
July 09 2010 - 1:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
GERDAU AMERISTEEL CORPORATION
(Name of the Issuer)
GERDAU AMERISTEEL CORPORATION
GERDAU S.A
GERDAU STEEL NORTH AMERICA INC.
(Names of Person(s) Filing Statement)
Common Shares
(Title of Class of Securities)
37373P 10 5
(CUSIP Number of Class of Securities)
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Robert E. Lewis
Vice President, General Counsel and
Corporate Secretary
Gerdau Ameristeel Corporation
4221 W. Boy Scout Blvd., Suite 600
Tampa, Florida 33607
(813) 207-2322
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Expedito Luz
Executive Vice President, Legal and Compliance
Gerdau S.A.
Av. Farrapos, 1811 Porto
Alegre, Rio Grande do Sul,
Brazil, CEP 90220-005
+55 51 3323 2441
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
With copies to:
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Andrew J. Beck, Esq.
Daniel P. Raglan, Esq.
Torys LLP
237 Park Avenue
New York, New York 10017
(212) 880-6000
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Alan Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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This statement is filed in connection with (check the appropriate box):
a.
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o
The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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b.
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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þ
None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$661,062,776
*
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$47,133.78**
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*
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For purposes of determining the filing fee pursuant to Rule 0-11 under the Securities
Exchange Act of 1934, as amended, the transaction value of the common shares of Gerdau
Ameristeel Corporation to be received by Gerdau Steel North America Inc., assuming acceptance
of the offer by all holders of Gerdau Ameristeel Corporations common shares and options in
the United States, is calculated as follows: multiplying (i) 60,096,616, the number of shares
of Gerdau Ameristeel Corporation held by shareholders in the U.S. or subject to options held
by persons in the U.S., by (ii) $11.00, the price to be paid for the shares held by such
shareholders.
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**
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In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, the
filing fee was determined by multiplying the transaction value by 0.0000713.
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount previously paid: $
Form or registration no.:
Filing Party:
Date Filed:
This Schedule 13E-3 is filed with the Securities and Exchange Commission (the SEC) by Gerdau
Ameristeel Corporation (the Company), a company organized under the laws of Canada, Gerdau S.A.,
a company organized under the laws of Brazil, and Gerdau Steel North America Inc. (the Acquiror),
a company organized under the laws of Canada (collectively, the Filing Persons) with respect to
the plan of arrangement (the Arrangement) pursuant to which the Acquiror will acquire all of the
outstanding common shares of the Company (the Common Shares) not already owned, directly or
indirectly, by Gerdau S.A. and the Company will become a wholly-owned subsidiary of the Acquiror.
Capitalized terms used herein but not defined in this Schedule 13E-3 shall have the meanings
given to them in the Management Proxy Circular (the Circular) attached as Exhibit (a)(1) to this
Schedule 13E-3.
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the
Circular, including all schedules and annexes thereto, is hereby expressly incorporated herein by
reference in response to items 1 through 15 of this Schedule 13E-3 and is supplemented by the
information specifically provided for herein.
Item 1. Summary Term Sheet
The information set forth in the section of the Circular entitled Summary is incorporated
herein by reference.
Item 2. Subject Company Information
(a)
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Name and Address.
The information set forth in the sections of the Circular entitled Summary
Parties to the Proposed Arrangement and Information Concerning Gerdau Ameristeel and the
information set forth in Schedule I to this Schedule 13E-3 is incorporated herein by
reference.
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(b)
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Securities.
The information set forth in the sections of the Circular entitled Summary
Record Date and Information Concerning Gerdau Ameristeel is incorporated herein by
reference.
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(c)
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Trading Market and Price.
The information set forth in the section of the Circular entitled
Information Concerning Gerdau Ameristeel Trading History of Common Shares is incorporated
herein by reference.
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(d)
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Dividends.
The information set forth in the section of the Circular entitled Information
Concerning Gerdau Ameristeel Dividend Policy is incorporated herein by reference.
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(e)
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Prior Public Offerings.
The information set forth in the section of the Circular entitled
Information Concerning Gerdau Ameristeel Previous Distributions of Securities is
incorporated herein by reference.
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(f)
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Prior Stock Purchases.
The information set forth in the section of the Circular entitled
Information Concerning Gerdau Ameristeel Previous Purchases and Sales is incorporated
herein by reference.
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Item 3. Identity and Background of Filing Person
(a)
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Name and Address.
The information set forth in the sections of the Circular entitled Summary
Parties to the Proposed Arrangement, Information Concerning Gerdau Ameristeel and
Information Concerning Gerdau S.A. and the Acquiror and the information set forth in
Schedules I, II and III to this Schedule 13E-3 is incorporated herein by reference.
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(b)
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Business and Background of Entities.
The information set forth in the sections of the
Circular entitled Summary Parties to the Proposed Arrangement, Information Concerning
Gerdau Ameristeel and Information Concerning Gerdau S.A. and the Acquiror and the
information set forth in Schedules I, II and III to this Schedule 13E-3 is incorporated by
reference.
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(c)
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Business and Background of Natural Persons.
The information set forth in the sections of the
Circular entitled Summary Parties to the Proposed Arrangement, Information Concerning
Gerdau Ameristeel and Information Concerning Gerdau S.A. and the Acquiror and the
information set forth in Schedules I, II and III to this Schedule 13E-3 is incorporated by
reference.
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Item 4. Terms of the Transaction
(a)
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Material Terms.
The information set forth in the sections of the Circular entitled Summary,
Information Regarding the Arrangement, Arrangement Agreement, Principal Legal Matters
Certain Canadian Federal Income Tax Considerations, Principal Legal Matters Certain United
States Federal Income Tax Considerations, Principal Legal Matters Right of Dissent,
Interests of Directors, Executive Officers and Other Insiders of Gerdau Ameristeel, Effect
of the Arrangement on Markets and Listing, Acquirors Plans for Gerdau Ameristeel and
Benefits from the Arrangement is incorporated herein by reference.
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(c)
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Different Terms.
The information set forth in the sections of the Circular entitled Summary
The Arrangement, Summary Interests of Directors, Executive Officers and Other Insiders
of Gerdau Ameristeel, Information Regarding the Arrangement Arrangement Mechanics and
Interests of Directors, Executive Officers and Other Insiders of Gerdau Ameristeel is
incorporated herein by reference.
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(d)
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Appraisal Rights.
The information set forth in the section of the Circular entitled
Principal Legal Matters Right of Dissent, the Plan of Arrangement, which is Schedule A to
Exhibit B of the Circular, the Interim Order, which is Exhibit C to the Circular, and section
190 of the Canada Business Corporations Act, which is Exhibit F to the Circular, are
incorporated herein by reference.
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(e)
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Provisions for Unaffiliated Security Holders.
The information set forth in the sections of
the Circular entitled Availability of Public Disclosure Documents and Additional
Information Regarding Gerdau Ameristeel Documents Incorporated by Reference is incorporated
herein by reference. Other than as set forth in these sections of the Circular, the Filing
Persons have made no provisions in connection with the transaction to grant unaffiliated
security holders access to the respective corporate files of any of the Filing Persons or to
obtain counsel or appraisal services at the expense of the Filing Persons.
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(f)
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Eligibility for Listing or Trading.
Not applicable.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)
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Transactions.
The information set forth in the sections of the Circular entitled Summary
Interests of Directors, Executive Officers and Other Insiders of Gerdau Ameristeel, Special
Meeting of Holders of Common Shares Intentions With Respect to the Arrangement,
Information Regarding the Arrangement Background to the Proposal, Interests of Directors,
Executive Officers and Other Insiders of Gerdau Ameristeel, Past Transactions and
Agreements, Acquirors Plans for Gerdau Ameristeel, Gerdau Ameristeel Executive
Compensation Information and Indebtedness of Directors and Executive Officers is
incorporated herein by reference.
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(b)-(c)
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Significant Corporate Events; Negotiations or Contacts.
The information set forth in the
sections of the Circular entitled Summary Interests of Directors, Executive Officers and
Other Insiders of Gerdau Ameristeel, Special Meeting of Holders of Common Shares Intentions
With Respect to the Arrangement, Information Regarding the Arrangement Background to the
Proposal, Information Regarding the Arrangement Position of the Special Committee as to
Fairness of the Proposal, Information Regarding the Arrangement Negotiation of the
Arrangement Agreement, Information Regarding the Arrangement Position of the Special
Committee as to the Fairness of the Arrangement, Information Regarding the Arrangement
Recommendation of the Special Committee, Information Regarding the Arrangement
Recommendation of the Board, Interests of Directors, Executive Officers and Other Insiders
of Gerdau Ameristeel and Acquirors Plans for Gerdau Ameristeel is incorporated herein
by reference.
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(e)
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Agreements Involving the Subject Companys Securities.
The information set forth in the
sections of the Circular entitled Summary Interests of Directors, Executive Officers and
Other Insiders of Gerdau Ameristeel, Special Meeting of Holders of Common Shares
Intentions With Respect to the Arrangement, Information Regarding the Arrangement
Background to the Proposal, Information Regarding the Arrangement Arrangement Mechanics,
Arrangement Agreement and Interests of Directors, Executive Officers and Other Insiders of
Gerdau Ameristeel is incorporated herein by reference.
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Item 6. Purposes of the Transaction and Plans or Proposals
(b)
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Use of Securities Acquired.
The information set forth in the sections of the Circular
entitled Summary The Arrangement, Information Regarding the Arrangement Background to
the Proposal, Information Regarding the Arrangement Position of the Special Committee as
to Fairness of the Proposal, Information Regarding the Arrangement Negotiation of the
Arrangement Agreement, Information Regarding the Arrangement Position of the Special
Committee as to Fairness of the Arrangement, Information Regarding the Arrangement
Recommendation of the Special Committee, Information Regarding the Arrangement
Recommendation of the Board, Information Regarding the Arrangement Certain Effects of the
Arrangement, Information Regarding the Arrangement Arrangement Mechanics, Effect of the
Arrangement on Markets and Listing and Acquirors Plans for Gerdau Ameristeel is
incorporated herein by reference.
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(c)
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Plans.
The information set forth in the sections of the Circular entitled Summary
Background, Information Regarding the Arrangement Background to the Proposal,
Information Regarding the Arrangement Position of the Special Committee as to Fairness of
the Proposal, Information Regarding the Arrangement Position of the Special Committee as
to Fairness of the Arrangement, Information Regarding the Arrangement Recommendation of
the Special Committee, Information Regarding the Arrangement Recommendation of the Board,
Information Regarding the Arrangement Reasons for the Arrangement from the Perspective of
the Acquiror and Gerdau S.A., Information Regarding the Arrangement Certain Effects of the
Arrangement, Information Regarding the Arrangement Arrangement Mechanics, Arrangement
Agreement, Effect of the Arrangement on Markets and Listing and Acquirors Plans for
Gerdau Ameristeel is incorporated herein by reference.
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Item 7. Purposes, Alternatives, Reasons and Effects
(a)
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Purposes.
The information set forth in the sections of the Circular entitled Summary
Background, Information Regarding the Arrangement Background to the Proposal,
Information Regarding the Arrangement Recommendation of the Special Committee,
Information Regarding the Arrangement Recommendation of the Board, Information Regarding
the Arrangement Reasons for the Arrangement from the Perspective of the Acquiror and Gerdau
S.A., Information Regarding the Arrangement Certain Effects of the Arrangement and
Acquirors Plans for Gerdau Ameristeel is incorporated herein by reference.
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(b)
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Alternatives.
The information set forth in the sections of the Circular entitled Summary
Background, Information Regarding the Arrangement Background to the Proposal,
Information Regarding the Arrangement Position of the Special Committee as to Fairness of
the Proposal, Information Regarding the Arrangement Negotiation of the Arrangement
Agreement, Information Regarding the Arrangement Position of the Special Committee as to
Fairness of the Arrangement, Information Regarding the Arrangement Recommendation of the
Special Committee, Information Regarding the Arrangement Recommendation of the Board and
Information Regarding the Arrangement Reasons for the Arrangement from the Perspective of
the Acquiror and Gerdau S.A. is incorporated herein by reference.
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(c)
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Reasons.
The information set forth in the sections of the Circular entitled Summary
Background, Information Regarding the Arrangement Background to the Proposal,
Information Regarding the Arrangement Position of the Special Committee as to Fairness of
the Proposal, Information Regarding the Arrangement Negotiation of the Arrangement
Agreement, Information Regarding the Arrangement Position of the Special Committee as to
Fairness of the Arrangement, Information Regarding the Arrangement Recommendation of the
Special Committee, Information Regarding the Arrangement Recommendation of the Board,
Information Regarding the Arrangement Reasons for the Arrangement from the Perspective of
the Acquiror and Gerdau S.A., Information Regarding the Arrangement Certain Effects of the
Arrangement and Acquirors Plans for Gerdau Ameristeel is incorporated herein by reference.
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(d)
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Effects.
The information set forth in the sections of the Circular entitled Summary The
Arrangement, Information Regarding the Arrangement Reasons for the Arrangement
from the Perspective of the Acquiror and Gerdau S.A., Information Regarding the
Arrangement Certain Effects of the
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Arrangement, Information Regarding the Arrangement Arrangement Mechanics,
Arrangement Agreement, Interests of Directors, Executive Officers and Other Insiders of
Gerdau Ameristeel, Effect of the Arrangement on Markets and Listing, Information
Concerning Gerdau S.A. and the Acquiror, Principal Legal Matters and Acquirors Plans
for Gerdau Ameristeel is incorporated herein by reference.
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Item 8. Fairness of the Transaction
(a)-(b)
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Fairness; Factors Considered in Determining Fairness.
The information set forth in the
sections of the Circular entitled Summary Background, Information Regarding the
Arrangement Background to the Proposal, Information Regarding the Arrangement Position
of the Special Committee as to Fairness of the Proposal, Information Regarding the
Arrangement Negotiation of the Arrangement Agreement, Information Regarding the
Arrangement Position of the Special Committee as to Fairness of the Arrangement,
Information Regarding the Arrangement Recommendation of the Special Committee,
Information Regarding the Arrangement Recommendation of the Board, Information Regarding
the Arrangement Reasons for the Arrangement from the Perspective of the Acquiror and Gerdau
S.A., Information Regarding the Arrangement Position of the Acquiror and Gerdau S.A.
Regarding Fairness of the Arrangement, Information Regarding the Arrangement Independent
Valuation and Fairness Opinion and Interests of Directors, Executive Officers and Other
Insiders of Gerdau Ameristeel is incorporated herein by reference. The full text of the
written valuation and fairness opinion of RBC Dominion Securities Inc. is also attached to the
Circular as Exhibit E and is incorporated herein by reference.
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(c)
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Approval of Security Holders.
The information set forth in the sections of the Circular
entitled Information Regarding the Arrangement Required Shareholder Approval, Special
Meeting of Holders of Common Shares and Arrangement Agreement Conditions Precedent to the
Arrangement is incorporated herein by reference.
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(d)
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Unaffiliated Representative
. The information set forth in the sections of the Circular
entitled Summary Valuation and Fairness Opinion, Information Regarding the Arrangement
Background to the Proposal, Information Regarding the Arrangement Position of the
Special Committee as to Fairness of the Proposal, Information Regarding the Arrangement
Negotiation of the Arrangement Agreement, Information Regarding the Arrangement Position
of the Special Committee as to Fairness of the Arrangement, Information Regarding the
Arrangement Recommendation of the Special Committee, Information Regarding the
Arrangement Recommendation of the Board and Information Regarding the Arrangement
Independent Valuation and Fairness Opinion is incorporated herein by reference. The full text
of the written valuation and fairness opinion of RBC Dominion Securities Inc. is also attached
to the Circular as Exhibit E and is incorporated herein by reference.
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(e)
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Approval of Directors.
The information set forth in the sections of the Circular entitled
Information Regarding the Arrangement Background to the Proposal, Information Regarding
the Arrangement Position of the Special Committee as to Fairness of the Proposal,
Information Regarding the Arrangement Negotiation of the Arrangement Agreement,
Information Regarding the Arrangement Position of the Special Committee as to Fairness of
the Arrangement, Information Regarding the Arrangement Recommendation of the Special
Committee, Information Regarding the Arrangement Recommendation of the Board and
Information Regarding the Arrangement Independent Valuation and Fairness Opinion is
incorporated herein by reference.
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(f)
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Other Offers.
The information set forth in the sections of the Circular entitled Information
Regarding the Arrangement Background to the Proposal, Information Regarding the
Arrangement Position of the Special Committee as to Fairness of the Proposal,
Information Regarding the Arrangement Negotiation of the Arrangement Agreement,
Information Regarding the Arrangement Position of the Special Committee as to Fairness of
the Arrangement, Information Regarding the Arrangement Recommendation of the Special
Committee and Information Regarding the Arrangement Recommendation of the Board is
incorporated herein by reference.
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Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(b)
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Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal
.
The information set forth in the sections of the Circular entitled Information Regarding the
Arrangement Background to the Proposal and Information Regarding the Arrangement
Valuation and Fairness Opinion is incorporated herein by reference. The full text of the
written valuation and fairness opinion of RBC Dominion Securities Inc. is also attached to the
Circular as Exhibit E and is incorporated herein by reference.
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(c)
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Availability of Documents.
The information set forth in the sections of the Circular
entitled Availability of Public Disclosure Documents and Additional Information Regarding
Gerdau Ameristeel Documents Incorporated by Reference is incorporated herein by reference.
The full text of the written valuation and fairness opinion of RBC Dominion Securities Inc.
is also attached to the Circular as Exhibit E and is incorporated herein by reference.
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Item 10. Source and Amounts of Funds or Other Consideration
(a)-(b)
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Source of Funds; Conditions.
The information set forth in the section of the Circular
entitled Source of Funds is incorporated herein by reference.
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(c)
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Expenses
. The information set forth in the section of the Circular entitled Principal Legal
Matters Expenses of the Arrangement is incorporated herein by reference.
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(d)
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Borrowed Funds
. The information set forth in the section of the Circular entitled Source of
Funds is incorporated herein by reference.
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Item 11. Interest in Securities of the Subject Company
(a)
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Securities Ownership
. The information set forth in the sections of the Circular entitled
Summary Interests of Directors, Executive Officers and Other Insiders of Gerdau
Ameristeel, Interests of Directors, Executive Officers and Other Insiders of Gerdau
Ameristeel, Information Concerning Gerdau Ameristeel Principal Shareholders and
Information Concerning Gerdau S.A. and the Acquiror and the information set forth in
Schedules II and III to this Schedule 13E-3 is incorporated herein by reference.
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(b)
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Securities Transactions.
The information set forth in Schedule IV to this Schedule 13E-3 is
incorporated herein by reference.
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Item 12. The Solicitation or Recommendation
(d)
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Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the
sections of the Circular entitled Information Regarding the Arrangement Position of the
Special Committee as to Fairness of the Proposal, Information Regarding the Arrangement
Position of the Special Committee as to Fairness of the Arrangement, Information Regarding
the Arrangement Recommendation of the Special Committee, Information Regarding the
Arrangement Recommendation of the Board, Information Regarding the Arrangement
Intentions with Respect to the Arrangement, Interests of Directors, Executive Officers and
Other Insiders of Gerdau Ameristeel, Special Meeting of Holders of Common Shares
Intentions With Respect to the Arrangement and Information Concerning Gerdau Ameristeel
Principal Shareholders is incorporated herein by reference.
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(e)
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Recommendation of Others.
The information set forth in the sections of the Circular entitled
Information Regarding the Arrangement Background to the Proposal, Information Regarding
the Arrangement Position of the Special Committee as to Fairness of the Proposal,
Information Regarding the Arrangement Negotiation of the Arrangement Agreement,
Information Regarding the Arrangement Position of the Special Committee as to Fairness of
the Arrangement, Information Regarding the Arrangement Recommendation of the Special
Committee, Information Regarding the Arrangement Recommendation of the Board and
Special Meeting of Holders of Common Shares Intentions with Respect to the Arrangement is
incorporated herein by reference.
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Item 13. Financial Statements
(a)
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Financial Information.
The information set forth in the sections of the Circular entitled
Information Concerning Gerdau Ameristeel Selected Financial Information and Additional
Information Regarding Gerdau Ameristeel Documents Incorporated by Reference is
incorporated herein by reference. The audited financial statements set forth in the Companys
Annual Reports on Form 40-F for the year ended December 31, 2009, which was filed on March 29,
2010, and the unaudited financial statements set forth in the Companys quarterly report for
the three months ended March 31, 2010, which was included as Exhibit 99.1 to the Companys
Report on Form 6-K filed on May 7, 2010, are incorporated by reference herein. These documents
and copies thereof may be obtained from the locations set forth in the section of the Circular
entitled Availability of Public Disclosure Documents.
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The following table sets forth the ratio of earnings to fixed charges and the book value per
common share of the Company for the periods indicated below.
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Year ended
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3 Months Ended
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March 31, 2010
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December 31, 2009
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December 31,2008
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Ratio of Earnings
to Fixed Charges
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1.65
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(0.49)
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(0.60)
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Deficiency of
Earnings required
to get ratio to 1:1
(in thousands)
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US$276,477
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US$306,954
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As at
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As at
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As at
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March 31, 2010
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December 31, 2009
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December 31,2008
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Book Value per
Common Share
(basic)
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Cdn.$6.62
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Cdn.$6.56
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Cdn.$6.69
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(b)
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Pro Forma Information.
Not applicable.
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Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a)
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Solicitations or Recommendations.
The information set forth in the sections of the Circular
entitled Information Regarding the Arrangement Background to the Proposal, Information
Regarding the Arrangement Position of the Special Committee as to Fairness of the
Proposal, Information Regarding the Arrangement Negotiation of the Arrangement
Agreement, Information Regarding the Arrangement Position of the Special Committee as to
Fairness of the Arrangement, Information Regarding the Arrangement Recommendation of the
Special Committee, Information Regarding the Arrangement Recommendation of the Board,
Information Regarding the Arrangement Valuation and Fairness Opinion, Special Meeting of
Holders of Common Shares and Miscellaneous is incorporated herein by reference.
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(b)
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Employees and Corporate Assets.
The information set forth in the sections of the Circular
entitled Interests of Directors, Executive Officers and Other Insiders of Gerdau Ameristeel,
Information Regarding the Arrangement Arrangement Mechanics, Principal Legal Matters
Expenses of the Arrangement and Miscellaneous and the information set forth in the letter
to shareholders of Gerdau Ameristeel contained in the Circular is incorporated herein by
reference.
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Item 15. Additional Information
(b)
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Other Material Information.
The information set forth in the Circular, including all
appendices thereto, is incorporated herein by reference.
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Item 16. Exhibits
(a)(1)
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Management Information Circular of the Company, dated July 7, 2010.
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(a)(2)
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Form of Proxy Card.
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(a)(3)
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Letter to Shareholders of the Company (incorporated herein by reference to the Circular).
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(a)(4)
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The Companys Notice of Special Meeting of Holders of Common Shares (incorporated herein by
reference to the Circular).
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(a)(5)
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Press Release dated June 2, 2010 (incorporated herein by reference to Exhibit 99.1 of the
Companys Report on Form 6-K filed with the SEC on June 2, 2010).
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(a)(6)
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Press Release dated June 30, 2010 (incorporated herein by reference to Exhibit 99.1 of the
Companys Report on Form 6-K filed with the SEC on June 30, 2010).
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(a)(7)
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Letter of Transmittal.
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(c)(1)
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Valuation and Fairness Opinion of RBC Dominion Securities Inc., dated June 1, 2010
(incorporated herein by reference to Exhibit E of the Circular).
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(d)(1)
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Arrangement Agreement dated June 29, 2010 and the amending agreement dated July 7, 2010, among the Company, Gerdau S.A. and the Acquiror
(incorporated herein by reference to Exhibit B of the Circular).
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(d)(2)
|
|
Plan of Arrangement of the Company under the Canada Business Corporations Act (incorporated
herein by reference to Schedule A to Exhibit B of the Circular).
|
|
(f)(1)
|
|
Section 190 of the Canada Business Corporations Act (Ontario) (incorporated herein by
reference to Exhibit F of the Circular).
|
8
SIGNATURE
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is true, complete and
correct.
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|
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|
GERDAU AMERISTEEL CORPORATION
|
|
|
By:
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/s/ Robert E. Lewis
|
|
|
|
Name:
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Robert E. Lewis
|
|
|
|
Title:
|
Vice President, General Counsel
and Corporate Secretary
|
|
|
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GERDAU S.A.
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|
|
By:
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/s/ Osvaldo Burgos Schirmer
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|
|
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Name:
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Osvaldo Burgos Schirmer
|
|
|
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Title:
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Executive Vice
President
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GERDAU STEEL NORTH AMERICA INC.
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|
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By:
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/s/ Osvaldo Burgos Schirmer
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Name:
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Osvaldo Burgos Schirmer
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Title:
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Director
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9
Schedule I
Information about Gerdau Ameristeel Corporation
The Company is the subject company with respect to this Schedule 13E-3. The address of the
Company and each person listed below (unless otherwise stated) is: c/o Gerdau Ameristeel
Corporation, 4221 W. Boy Scout Blvd., Suite 600, Tampa, Florida 33607.
During the last five years, none of the Company or the individuals listed below has been
convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or was
a party to any judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final order enjoining such
person from future violations of, or prohibiting activities subject to, federal or state laws, or a
finding of a violation of federal or state securities laws.
The following table sets forth the citizenship and current position and principal occupation
of each of the Companys executive officers and directors, as well as, for each, the material
occupations, positions, offices or employment held by the relevant person during the last five
years and the starting and ending dates:
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|
|
|
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Name and Country
|
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Position with
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|
Principal
|
|
|
of Citizenship
|
|
the Company
|
|
Occupation
|
|
Occupations Over Previous 5 years
|
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Phillip E. Casey
United States
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Chairman of the Board
|
|
Chairman of the Board of the Company
|
|
He has served as President of
the Company from October 2002
until June 2005, as Chief
Executive Officer of the Company
from October 2002 until January
2006 and as director of the
Company since October 2002. He
has been Chairman of the Company
since June 2005. He also has
been a director of Astec
Industries, Inc. since May 2005.
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|
|
|
|
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Joseph J. Heffernan
Canada
|
|
Director
|
|
Chairman, Clairvest Group Inc.
|
|
He has been a director of the
Company since 1996. He was
non-executive Vice- Chairman of
the Company from 1999 until
October 2002. He also has been a
director of Clairvest Group Inc.
since November 1992 and serves
as that companys Chairman.
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|
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Jorge Gerdau
Johannpeter Brazil
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|
Director
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Chairman of the Board of Directors of Gerdau S.A.
|
|
He has been working for the
Gerdau group of companies since
1954. He became an executive
officer of Gerdau S.A. in 1971.
He has served as Chairman of the
Board of Directors of Gerdau
S.A. since 1983 and he served as
President of Gerdau S.A. from
1983 through 2006. He served as
Chairman of the Board for the
Company from October 2002 until
June 2005. He also served as
President of Gerdau S.A.s
Executive Committee from 2002
through 2006. He also has been a
director of Petrobras S.A. since
October 2001 and Chairman of the
Board of Metalurgica Gerdau S.A.
since April 1983.
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Frederico C. Gerdau
Johannpeter
Brazil
|
|
Director
|
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Director of Gerdau S.A.
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|
He has worked for the Gerdau
group of companies since 1961
and has been a director of the
Company since 2002. He became an
executive officer of Gerdau S.A.
in 1971 and has been a director
of Gerdau S.A. since 1973. He
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|
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Name and Country
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Position with
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Principal
|
|
|
of Citizenship
|
|
the Company
|
|
Occupation
|
|
Occupations Over Previous 5 years
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|
|
|
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|
served as Senior Vice President
of Gerdau S.A.s Executive
Committee from 2002 through
2006. He has also been the Vice
Chairman of the Board of
Metalurgica Gerdau S.A. since
July 2002.
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|
|
|
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Andre Gerdau
Johannpeter
Brazil
|
|
Director
|
|
Chief Executive Officer of Gerdau S.A.
|
|
He has been a director of the
Company since 2002 and served as
Chief Operating Officer of the
Company from August 2004 until
March 2006 when he was named
Executive Vice President of
Gerdau S.A. He became Chief
Executive Officer and President
of Gerdau S.A.s Executive
Committee in January 2007 and a
member of the Board of Directors
of Gerdau S.A. in January 2008.
He has also served as Chief
Executive Officer of Metalurgica
Gerdau S.A. since 2007 and as
Chief Executive Officer of Acos
Villares S.A. since April 2009.
He has been working for the
Gerdau companies since 1980. He
originally became an Executive
Officer of Gerdau S.A. in 1989.
In 1998, he was appointed
Director of Information Systems
of Gerdau S.A. and in 1999 he
became Director of New Business
Development of Gerdau S.A. In
2002, he was appointed Vice
President, North American
Operations of Gerdau S.A. He
became a director and was
appointed Vice-President, Chief
Operating Officer of the
Companys Canadian Operations in
October 2002 and was appointed
Vice President, Business
Development of the Company in
November 2003. He also became
the President of the Acquiror in
January 2008. He also has been
a director of Metalurgica Gerdau
S.A. since January 2008.
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|
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Claudio Johannpeter
Brazil
|
|
Director
|
|
Chief Operating Officer of Gerdau S.A.
|
|
He has worked for the Gerdau
group of companies since 1982
and has been a director of the
Company since 2007. From 1992 to
2000 he was in charge of Gerdau
Piratini Specialty Steels and
from 2000 to 2002 he served as
the Executive Director of the
Gerdau S.A. Industrial Units in
Brazil. From 2002 through 2006
he served as an Executive Vice
President of Gerdau S.A. and
oversaw the groups Specialty
Steel and Acominas operations.
He has served as a member of the
Board of Directors of
Corporacion Sidenor in Spain
since January 2006, as Chief
Operating Officer of Gerdau S.A.
since January 2007 and became a
member of the Board of Directors
of Gerdau S.A. in April 2008. He
has also served as Chief
Operating Officer of Metalurgica
Gerdau S.A. since 2007
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|
|
|
|
|
|
Name and Country
|
|
Position with
|
|
Principal
|
|
|
of Citizenship
|
|
the Company
|
|
Occupation
|
|
Occupations Over Previous 5 years
|
|
|
|
|
|
|
|
and as Chief Operating Officer
of Acos Villares S.A. since
April 2009. He also has been a
director of Metalurgica Gerdau
S.A. since April 2008.
|
|
|
|
|
|
|
|
J. Spencer Lanthier
Canada
|
|
Director
|
|
Corporate Director
|
|
He has been a director of the
Company since 2000. He is also a
director of the following
Canadian public companies: Biovail Corporation since August
2008, RONA Inc. since May 2006,
TMX Group Inc. since January
2000 and Zarlink Semiconductor
Inc. since 2003.
|
|
|
|
|
|
|
|
Robert E. Lewis
United States
|
|
Vice President,
General Counsel and
Corporate Secretary
|
|
Vice President,
General Counsel and
Corporate Secretary
of the Company
|
|
He has been the Companys Vice
President, General Counsel and
Corporate Secretary since
January 2005. Mr. Lewis was
Senior Vice President, General
Counsel and Secretary of Eckerd
Corporation from August 1994
through January 2005.
|
|
|
|
|
|
|
|
Mario Longhi
United States
|
|
Director
President and Chief
Executive Officer
|
|
President and Chief
Executive Officer
of the Company
|
|
He was appointed as President in
June 2005 and as Chief Executive
Officer of the Company in
January 2006. He joined the
Company as President following a
23-year international career
with the executive team of Alcoa
Inc. Prior to his appointment at
the Company, he held various
positions with Alcoa and served
most recently as Executive Vice
President, President of the
Extrusions and End Products
Group.
|
|
|
|
|
|
|
|
J. Neal McCullohs
United States
|
|
Vice President
Downstream
Operations Group
|
|
Vice President,
Downstream
Operations Group of
the Company
|
|
He has served as Vice President
Commercial and Downstream
Operations Group from September
12, 2006 until 2008 when he was
appointed Vice President,
Downstream Operations Group.
Previously he was appointed Vice
President, Downstream
Fabrication Group effective
January 20, 2005, Vice
President, Steel Business
Ventures effective May 6, 2004,
and Vice President, Fabricated
Reinforcing Steel Products
effective October 23, 2002.
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|
|
|
|
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|
|
Richard McCoy
Canada
|
|
Director
|
|
Corporate Director
|
|
He has been a director of the
Company since 2006. He was in
the investment banking business
for over 35 years. Prior to
retiring in October 2003, he was
Vice Chairman, Investment
Banking at TD Securities Inc. He
joined TD Securities Inc. in May
1997. He has served as a
director and/or trustee of the
following Canadian public
entities: Aberdeen Asia
Pacific Income Investment
Company, Ltd. since March 1992,
Jazz Air Income Fund since
January 2006, Pizza Pizza
Royalty Income Fund since June
2005 and Uranium Participation
Corporation since March 2005.
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|
|
|
|
|
|
|
Name and Country
|
|
Position with
|
|
Principal
|
|
|
of Citizenship
|
|
the Company
|
|
Occupation
|
|
Occupations Over Previous 5 years
|
|
Rick J. Mills
United States
|
|
Director
|
|
Corporate Director
|
|
He has been a director of the
Company since 2008. Mr. Mills
joined Cummins, Inc., the
worlds leader in the
manufacture of large diesel
engines, in 1970 and served in
various senior executive
positions, most recently as a
Corporate Vice President from
1996 until his retirement in May
of 2008. He also has served on
the Board of Directors of
Flowserve, Inc. since May 2007.
|
|
|
|
|
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|
|
Arthur Scace
Canada
|
|
Director
|
|
Corporate Director
|
|
He has been a director of the
Company since 2003. He was
previously a partner of McCarthy
Tetrault LLP, a Canadian law
firm, from 1972 to 2003 and is
the former national chairman and
managing partner of the firm. He
has served as a director and/or
trustee of the following
Canadian public entities:
Sceptre Investment Counsel
Limited since 1989
and West Jet Airlines Ltd.
since June 2005. He also served
on the board of Bank of Nova
Scotia from 1997 to March 2009
and as Chairman of Bank of Nova
Scotia from March 2004 to March
2009.
|
|
|
|
|
|
|
|
Barbara R. Smith
United States
|
|
Vice President,
Finance, Chief
Financial Officer
and Assistant
Secretary
|
|
Vice President,
Finance, Chief
Financial Officer
and Assistant
Secretary of the
Company
|
|
She became Vice President,
Finance and Chief Financial
Officer effective July 31, 2007.
Prior to joining the Company,
she served as Senior Vice
President and Chief Financial
Officer for FARO Technologies
Inc. from February 2005 to July
2006
.
Prior to joining FARO
Technologies Inc., she had more
than 25 years of experience in
international and North American
business activities and
substantial financial experience
gained at Alcoa Inc., where she
served various financial roles
including Group Chief Financial
Officer for Aerospace,
Automotive and Commercial
Transportation Group, Chief
Financial Officer for Alcoa
Fujikura Ltd, and Director of
Internal Audit.
|
|
|
|
|
|
|
|
Yuan Wang
Canada
|
|
Vice President,
Steel Mill
Operations
|
|
Vice President,
Steel Mill
Operations
|
|
He became Vice President, Steel
Mill Operations of the Company
effective May 2010. He served as
Vice President, Management
Systems of the Company from
April 2009 until May 2010. He
served as Executive Director &
Chief Representative with the
Gerdau Specialty Steels Business
Operation in China for Gerdau
S.A.. from July, 2007 until
April 2009. He
served as Vice President of the
Companys Manitoba Mill from
2004 through July 2007.
|
Schedule II
Information about Gerdau S.A.
Gerdau S.A. is a company existing under the laws of Brazil. Gerdau S.A. is owned by
Metalúrgica Gerdau S.A. Metalúrgica Gerdau S.A. is a holding company that directly and indirectly
controls Gerdau S.A. and its subsidiaries in Brazil and abroad. Metalúrgica Gerdau S.A. and its
subsidiaries hold 76.16% of the voting capital stock of Gerdau S.A. and thus have the ability to
control Gerdau S.A.s board of directors as well as its management and operations. The address of
Gerdau S.A. and each person listed below (unless otherwise stated) is: c/o Gerdau S.A., Av.
Farrapos 1811, Porto Alegre, Rio Grande do Sul Brazil CEP 90220-005.
Except as disclosed in the Circular, during the last five years, none of Gerdau S.A. or any of
their directors or executive officers who are listed below has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), or was a party to any judicial
or administrative proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining such person from future
violations of, or prohibiting activities subject to, federal or state laws, or a finding of a
violation of federal or state securities laws.
The following table sets forth the citizenship and current position and principal occupation
of each of Gerdau S.A.s executive officers and directors and, to the knowledge of the Company or
Gerdau S.A., Metalúrgica Gerdau S.A.s executive officers and directors, as well as, for each, the
material occupations, positions, offices or employment held by the relevant person during the last
five years and the starting and ending dates.
Gerdau S.A.
|
|
|
|
|
|
|
Name and Country
|
|
Position with
|
|
Principal
|
|
|
of Citizenship
|
|
Gerdau S.A.
|
|
Occupation
|
|
Occupations Over Previous 5 years
|
|
Jorge Gerdau
Johannpeter
Brazil
|
|
Chairman of the
Board of
Directors
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
Germano Hugo
Gerdau Johannpeter
Brazil
|
|
Vice Chairman of the
Board of Directors
|
|
Vice Chairman of the
Board of Directors
|
|
He has worked for the Gerdau
group of companies since 1951.
He became an Executive Officer
in 1971 and has been a member of
the Board of Directors since
1973. In 2002, under the new
corporate governance structure,
he became a Vice Chairman of the
Board of Directors.
|
|
|
|
|
|
|
|
Klaus Gerdau
Johannpeter
Brazil
|
|
Vice Chairman of the
Board of
Directors
|
|
Vice Chairman of the
Board of Directors
|
|
He has worked for the Gerdau
group of companies since 1954.
He became an Executive Officer
in 1971 and has been a member of
the Board of Directors since
1973. In 2002, under the new
corporate governance structure,
he became a Vice Chairman of the
Board of Directors.
|
|
|
|
|
|
|
|
Frederico C. Gerdau
Johannpeter Brazil
|
|
Vice Chairman of the
Board of Directors
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
André Pinheiro de
Lara Resende
Brazil
|
|
Director
|
|
Corporate Director
|
|
He was elected as an independent
board member of Gerdau S.A. in
2002. He served as a member of
Investment Board of Claritas
Investments from 2001 to 2007.
Since 2009, he has served as a
member of
|
|
|
|
|
|
|
|
Name and Country
|
|
Position with
|
|
Principal
|
|
|
of Citizenship
|
|
Gerdau S.A.
|
|
Occupation
|
|
Occupations Over Previous 5 years
|
|
|
|
|
|
|
|
the International
Advisory Board of Itaú-Unibanco,
a member of the Board of RB
Capital SA and a director of
Lanx Capital.
|
|
|
|
|
|
|
|
Affonso Celso
Pastore
Brazil
|
|
Director
|
|
Professor at the Getulio
Vargas Foundation,
Independent Economic
Advisor
|
|
He was elected as an independent
board member of Gerdau S.A. in
2002.
He also has been a Professor at
the Getulio Vargas Foundation in
Rio de Janeiro since 1999 and an
independent economics advisor.
He was the Secretary of the São
Paulo Treasury Department from
1972 to 1979 and President of
the Brazilian Central Bank from
1983 to 1985.
|
|
|
|
|
|
|
|
Oscar de Paula
Bernardes Neto
Brazil
|
|
Director
|
|
President and director of
the Latin America Internet
Development Group
|
|
He was elected as an independent
board member of Gerdau S.A. in
2002.
He was president and director of
the Latin America Internet
Development Group from 2000 to
2002 and executive partner of
Íntegra Associados,
Reestruturação Empresarial Ltda.
since 2004. He has also been a
member of the boards of several
companies in Brazil and abroad,
including Suzano BahiaSul S.A.
since 2005, Satipel Industrial
S.A. since 2000, Grupo RBS from
1997 to 2008, São Paulo
Alpargatas S.A. since 2009,
Delphi Corporation (United
States) from 1999 to 2009 and
Johnson Electric (Hong Kong)
since 2003. He also has been a
member of the Consultative
Councils of Bunge Brasil since
1996 and a member of the board
of Alcoa Brasil since 2003.
|
|
|
|
|
|
|
|
Andre Gerdau
Johannpeter
Brazil
|
|
Director and Chief
Executive Officer
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
Claudio Johannpeter
Brazil
|
|
Director and Chief
Operation Officer
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
Osvaldo Burgos
Schirmer
Brazil
|
|
Financial Executive
Officer/Executive Vice
President of Gerdau
Executive Committee/CFO
and Investor Relations,
Head Officer of Gerdau
S.A.
|
|
Financial Executive
Officer/Executive Vice
President of Gerdau
Executive Committee/CFO
and Investor Relations,
Head Officer of Gerdau
S.A.
|
|
He joined Gerdau S.A. in 1986
and was appointed Financial
Executive Officer in 1987. He
was recently promoted to the
position of Executive Vice
President of the Gerdau
Executive Committee, while
retaining the positions of Chief
Financial Officer (CFO) and
Investor Relations Executive
Officer of Gerdau S.A. He also
has been a director of the
Acquiror since October 2009.
|
|
|
|
|
|
|
|
Name and Country
|
|
Position with
|
|
Principal
|
|
|
of Citizenship
|
|
Gerdau S.A.
|
|
Occupation
|
|
Occupations Over Previous 5 years
|
|
Mario Longhi Filho
Brazil
|
|
Executive Vice President
of the Gerdau Executive
Committee
|
|
Executive Vice President
of the Gerdau Executive
Committee
|
|
He joined Gerdau S.A. in 2005 as
Executive Vice President, member
of the Gerdau Executive
Committee.
|
|
|
|
|
|
|
|
Expedito Luz
Brazil
|
|
Executive Officer of Legal and Compliance
Departments/General Counsel/Secretary-General
of Board of Directors and member of the
Gerdau Executive Committee
|
|
Executive Officer of Legal and Compliance
Departments/General Counsel/Director/Secretary-General
of Board of Directors and member of the Gerdau
Executive Committee
|
|
He has worked for Gerdau S.A since 1976
and in 1989 became General Counsel and Executive
Officer of the Legal Department. He was appointed
Secretary of the Board of Directors of Gerdau
S.A. in 2001 and under the new corporate governance
structure he is now Secretary-General.
In 2009, he was appointed as Executive Vice President,
Legal and Compliance and assigned as an effective
member of the Gerdau Executive Committee.
|
|
|
|
|
|
|
|
Paulo Fernando Bins
de Vasconcellos
Brazil
|
|
Executive Vice President
of Gerdau Executive
Committee
|
|
Executive Vice President
of Gerdau Executive
Committee
|
|
He joined the Company in 1972.
In 2002, he was appointed
Executive Vice President of the
Gerdau Executive Committee. He
is now responsible for the
Specialty Steel Operations in
Brazil, United States and
Europe.
|
|
|
|
|
|
|
|
Alfredo Huallem
Brazil
|
|
Executive Vice President
of Gerdau Executive
Committee
|
|
Executive Vice President
of Gerdau Executive
Committee
|
|
He has worked for the Gerdau
group of companies since 1975.
He was promoted to Executive
Officer in 1993 and since
December 2007, he also became a
member of the Gerdau Executive
Committee responsible for the
Business Operation Long Steel
Brazil. Since July 2009, keeping
his position as an Executive
Committee member, Alfredo was
assigned responsibility for
Gerdau Commercial Process.
|
|
|
|
|
|
|
|
Manoel Vitor de
Mendonça Filho
Brazil
|
|
Executive Vice President
of Gerdau Executive
Committee
|
|
Executive Vice President
of Gerdau Executive
Committee
|
|
He has worked for the Gerdau
group of companies since 1983
and was promoted to Executive
Officer in 2001.
|
Metalúrgica Gerdau S.A.
|
|
|
|
|
|
|
|
|
Position with
|
|
|
|
|
Name and Country of
|
|
Metalúrgica Gerdau
|
|
|
|
|
Citizenship
|
|
S.A.
|
|
Principal Occupation
|
|
Occupations Over Previous 5 years
|
|
Jorge Gerdau
Johannpeter
Brazil
|
|
President
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
Frederico C. Gerdau
Johannpeter
Brazil
|
|
Vice President
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
Germano Gerdau
Johannpeter
Brazil
|
|
Vice President
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
Klaus Gerdau
Johannpeter
Brazil
|
|
Vice President
|
|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
|
|
|
Affonso Celso
Pastore
Brazil
|
|
Director
|
|
See Schedule II
|
|
See Schedule II
|
|
|
|
|
|
|
|
André Bier Gerdau
Johannpeter
Brazil
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Director
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See Schedule I
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|
See Schedule I
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|
|
|
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Cláudio Johannpeter
Brazil
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Director
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|
See Schedule I
|
|
See Schedule I
|
|
|
|
|
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André Pinheiro de
Lara Resende
Brazil
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Director
|
|
See Schedule II
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|
See Schedule II
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Oscar de Paula
Bernardes Neto
Brazil
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Director
|
|
See Schedule II
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See Schedule II
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Antônio Walas
Vodopives
Brazil
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Director
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Corporate Director
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He has served as an independent
board member of Metalúrgica
Gerdau S.A. since 2009. He also
has been a Portfolio Manager at
Queluz Gestão de Ativos since
1998, Legal Advisor at Instituto
Weber since 2006, Auditor and
Proxy Agent of Fazenda Nacional
(National Treasury) from 1966 to
2004.
|
Schedule III
Information about Gerdau Steel North America Inc.
The Acquiror is a company existing under the laws of Canada. The Acquiror is a wholly-owned
subsidiary of Gerdau S.A. The Acquiror directly owns 66.3% of the outstanding common shares of the
Company and is the acquiror under the Plan of Arrangement and Arrangement Agreement discussed in
the Circular. The Acquiror is ultimately owned by Metalúrgica Gerdau S.A. See Schedule II to this
Schedule 13E-3 for information regarding Gerdau S.A. and Metalúrgica Gerdau S.A. The address of
the Acquiror and each person listed below (unless otherwise indicated) is: c/o Gerdau S.A., Av.
Farrapos 1811, Porto Alegre, Rio Grande do Sul Brazil CEP 90220-005.
Except as disclosed in the Circular, during the last five years, none of the Acquiror or any
of its directors or executive officers listed below has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors), or was a party to any judicial or
administrative proceeding (except for matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining such person from future violations of,
or prohibiting activities subject to, federal or state laws, or a finding of a violation of federal
or state securities laws.
The following table sets forth the citizenship and current position and principal occupation
of each of the Acquirors executive officers and directors, as well as, for each, the material
occupations, positions, offices or employment held by the relevant person during the last five
years and the starting and ending dates.
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|
|
|
|
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Name and Country of
|
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Position with the
|
|
|
|
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Citizenship
|
|
Acquiror
|
|
Principal Occupation
|
|
Occupations Over Previous 5 years
|
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Glen A. Beeby
Canada
|
|
Director, Treasurer
and Secretary
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Information
Technology Director
of Gerdau S.A.
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|
He has been an officer and
director of the Acquiror since
December 2006 and has been
employed by Gerdau S.A. since
1986. From 2002 through 2009,
he served the Company in various
capacities, including Vice President,
Cambridge Mill, Vice President,
Northern Mill Region, Vice President,
Chaparral Integration and
Vice President, Global Template.
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|
|
|
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|
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Andre Beaudry
Canada
|
|
Director
|
|
Vice President of
Gerdau S.A.
|
|
He has been a director of the
Acquiror since October 2009 and
has been employed by Gerdau S.A.
as a Vice President since 2007.
From 2001 to 2007, he was
employed as Vice President of
Steel Product Sales of the
Company.
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|
|
|
|
|
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Expedito Luz
Brazil
|
|
Director and
Assistant Secretary
|
|
See Schedule II
|
|
See Schedule II
|
|
|
|
|
|
|
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Osvaldo Burgos
Schirmer
Brazil
|
|
Director
|
|
See Schedule II
|
|
See Schedule II
|
|
|
|
|
|
|
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Andre Gerdau
Johannpeter
Brazil
|
|
President
|
|
See Schedule I
|
|
See Schedule I
|
Schedule IV
Transactions in the Companys Securities
The following table sets forth transactions in the Companys securities since May 1, 2010 by
the Filing Persons, including any of their directors, executive officers, affiliates and
subsidiaries.
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|
|
|
|
|
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Name
|
|
Date of Transaction
|
|
Nature of Transaction
|
|
Number of Securities
|
|
Price per Security
|
|
Andre Beaudry
Director of the
Acquiror
|
|
June 2, 2010
|
|
Sale on the NYSE.
|
|
1,000 common shares
|
|
US$11.10
|
|
|
|
|
|
|
|
|
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Mario Longhi
Director, President
and Chief Executive
Officer of the
Company
|
|
July 2, 2010
|
|
Shares were
deposited in a
trust pursuant to
the terms of Mr.
Longhis employment
agreement with the
Company.
|
|
174,952 common
shares
|
|
N/A (see Nature of
Trade)
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EXHIBIT INDEX
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|
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(a)(1)
|
|
Management Information Circular of the Company, dated July 7, 2010.
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|
|
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(a)(2)
|
|
Form of Proxy Card.
|
|
|
|
(a)(3)
|
|
Letter to Shareholders of the Company (incorporated herein by reference to the Circular).
|
|
|
|
(a)(4)
|
|
The Companys Notice of Special Meeting of Holders of Common Shares (incorporated herein by
reference to the Circular).
|
|
|
|
(a)(5)
|
|
Press Release dated June 2, 2010 (incorporated herein by reference to Exhibit 99.1 of the
Companys Report on Form 6-K filed with the SEC on June 2, 2010).
|
|
|
|
(a)(6)
|
|
Press Release dated June 30, 2010 (incorporated herein by reference to Exhibit 99.1 of the
Companys Report on Form 6-K filed with the SEC on June 30, 2010).
|
|
|
|
(a)(7)
|
|
Letter of Transmittal.
|
|
|
|
(c)(1)
|
|
Valuation and Fairness Opinion of RBC Dominion Securities Inc., dated June 1, 2010
(incorporated herein by reference to Exhibit E of the Circular).
|
|
|
|
(d)(1)
|
|
Arrangement Agreement dated June 29, 2010 and the
amending agreement dated July 7, 2010, among the Company, Gerdau S.A. and the Acquiror
(incorporated herein by reference to Exhibit B of the Circular).
|
|
|
|
(d)(2)
|
|
Plan of Arrangement of the Company under the Canada Business Corporations Act (incorporated
herein by reference to Schedule A to Exhibit B of the Circular).
|
|
|
|
(f)(1)
|
|
Section 190 of the Canada Business Corporations Act (Ontario) (incorporated herein by
reference to Exhibit F of the Circular).
|
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