By Lisa Kerner
Charlotte, N.C., June 21 - Symmetry Holdings Inc. entered into a definitive agreement to acquire Novamerican Steel Inc. for $56.00 per share in cash in a transaction valued at $585.2 million.
The transaction will be carried out under a court-approved statutory plan of arrangement governed by the Canada Business Corporations Act. Both companies' boards of directors have approved the agreement.
Novamerican principal stockholders D. Bryan Jones and Scott B. Jones have agreed to vote in favor of the arrangement. The company will pay a special dividend to its shareholders on a pro rata basis based on Novamerican's cash on hand and inventory at closing.
Symmetry's chairman and certain other founding stockholders of the company agreed to purchase in a private placement 1.875 million units of Symmetry for $15 million, or $8.00 per unit, to fund a portion of the deal. Each unit will consist of one share of common stock and one warrant.
"I am convinced that this transaction is in the best interests of all Novamerican stakeholders," Novamerican chairman Bryan Jones said in a company news release.
"It represents fair value to stockholders and ensures continuity for the employees of the company."
New York-based Symmetry is in the business of acquiring companies in the basic industries sector.
Novamerican is a Montreal-based steel company.
| Acquirer: | Symmetry Holdings Inc.
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| Target: | Novamerican Steel Inc.
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| Transaction total: | $585.2 million
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| Price per share: | $56.00
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| Announcement date: | June 2
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| Expected closing: | Upon approvals
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| Stock price for target: | Nasdaq: TONS: $49.51 on June 20
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