TAMPA, FL, Aug. 6 /PRNewswire-FirstCall/ - Gerdau Ameristeel
Corporation (NYSE: GNA, TSX: GNA) and Gerdau S.A. (Bovespa: GGBR,
NYSE: GGB, Latibex: XGGB) announced today that, as of August 5, 2010, more than 66 2/3% of the votes
cast to date by all Gerdau Ameristeel shareholders and more than a
majority of the votes cast to date by the minority shareholders
have been voted in favour of the proposed acquisition by Gerdau
S.A. of the common shares of Gerdau Ameristeel that it does not
already own at a price of US$11.00
cash per common share. For the transaction to be implemented, it
must be approved by not less than 66 2/3% of the votes cast by all
Gerdau Ameristeel shareholders, and a simple majority of the votes
cast by the minority shareholders, present in person or represented
by proxy and entitled to vote on the plan of arrangement resolution
at the special meeting of Gerdau Ameristeel's shareholders. The
Board of Directors of Gerdau Ameristeel unanimously recommends that
shareholders vote in favour of the plan of arrangement
resolution.
Gerdau Ameristeel is pleased to have received positive
shareholder support and favourable recommendations from two leading
proxy advisory firms, ISS Proxy Advisory Services and Glass Lewis
& Co.
As the regulatory review of certain disclosure documents related
to the transaction is not expected to be completed before the
August 10, 2010 special meeting of
Gerdau Ameristeel's shareholders, Gerdau Ameristeel is rescheduling
the special meeting to a later date in order to accommodate this
regulatory review process. Gerdau Ameristeel will announce the new
time, date and location for the meeting by way of a further press
release. The record date for voting at the meeting will not be
affected. Shareholders are urged to carefully read the information
circular dated July 7, 2010 that was
mailed to them in connection with the transaction.
As a result of the rescheduling of the special meeting, the time
for the deposit of proxies will be extended. Proxies must now be
received no later than 48 hours (excluding Saturdays, Sundays and
holidays) prior to the commencement of the rescheduled meeting. No
further action need be taken by shareholders that already have
deposited proxies in respect of their shares for those shares to be
voted at the special meeting.
Shareholders who have questions regarding the contents of the
information circular or require assistance in completing their
proxy forms are urged to contact Gerdau S.A., Gerdau Ameristeel
Corporation or their proxy solicitation agent, The Laurel Hill
Advisory Group Company, toll-free, at 1-866-508-3236.
About Gerdau S.A. (www.gerdau.com.br)
-----------------
Gerdau S.A. is the leading producer of long steel in the
Americas and one of the world's largest suppliers of special long
steel. It has plants in 14 countries spanning the Americas,
Europe and Asia, with total installed capacity of more
than 25 million metric tons of steel. It is the largest recycler in
Latin America, transforming
millions of metric tons of scrap into steel every year. With over
140,000 shareholders, Gerdau S.A.'s publicly-held companies are
listed in the stock exchanges of Sao
Paulo (Bovespa: GGBR4, GGBR3, GOAU4, GOAU3 and AVIL3),
New York (NYSE: GNA, GGB),
Toronto (GNA: TO), Madrid (Latibex: XGGB) and Lima (BVL: SIDERC1).
About Gerdau Ameristeel Corporation (www.gerdauameristeel.com)
-----------------------------------
Gerdau Ameristeel Corporation is the second largest mini-mill
steel producer in North America,
with annual manufacturing capacity of approximately 10 million
metric tons of mill finished steel products. Through its vertically
integrated network of mini-mills, scrap recycling facilities and
downstream operations, Gerdau Ameristeel Corporation serves
customers throughout the United
States and Canada. The
Company's products are generally sold to steel service centers,
steel fabricators, or directly to original equipment manufacturers
for use in a variety of industries, including non-residential,
infrastructure, commercial, industrial and residential
construction, metal building, manufacturing, automotive, mining,
cellular and electrical transmission and equipment manufacturing.
Gerdau Ameristeel Corporation's majority shareholder is Gerdau
S.A.
Forward Looking Statements
--------------------------
This release contains forward-looking statements relating to the
proposed acquisition by Gerdau S.A. of the shares of Gerdau
Ameristeel Corporation that Gerdau S.A. does not already own,
including statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
Such forward-looking statements are subject to important risks and
uncertainties including, without limitation, approval of applicable
governmental authorities, required Gerdau Ameristeel Corporation
shareholder approval and necessary court approvals if the
transaction is implemented by way of a plan of arrangement. As a
result of these risks and uncertainties, the proposed transaction
could be modified, restructured or not be completed, and the
results or events predicted in these forward-looking statements may
differ materially from actual results or events. These
forward-looking statements are not guarantees of future
performance, given that they involve risks and uncertainties.
Gerdau S.A. and Gerdau Ameristeel Corporation do not assume and
expressly renounce any obligation to update any of these
forward-looking statements, which are only applicable on the date
on which they were made. Additionally, Gerdau S.A. and Gerdau
Ameristeel Corporation undertake no obligation to comment on
expectations of, or statements made by third parties in respect of
the proposed transaction.
SOURCE Gerdau Ameristeel Corporation
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