Nucor Corporation and Harris Steel Group Inc. announced that as of 12:30 a.m. today, March 2, 2007, 25,998,212 common shares of Harris Steel, including shares deposited by guaranteed delivery, were deposited to the offer made by a wholly-owned indirect subsidiary of Nucor to acquire all of the issued and outstanding common shares of Harris Steel for C$46.25 (approx. U.S. $39.37) in cash per Harris Steel common share.
All of the conditions of the offer were satisfied prior to the expiration of the offer, and Nucor has taken up all of the Harris Steel common shares that were validly deposited to the offer. Payment for such Harris Steel common shares in the amount of C$1,202,417,305 (approx. $1,023,393,349) is expected to be made as soon as practicable and in any event by no later than Wednesday, March 7, 2007. Nucor now beneficially owns 25,998,212 common shares of Harris Steel or over 96 percent of the issued and outstanding common shares of Harris Steel.
In accordance with its stated purpose of acquiring all of the outstanding shares of Harris Steel, Nucor intends, as soon as permitted, to exercise its right to acquire the remaining Harris Steel common shares by means of a statutory compulsory acquisition under Section 188 of the Business Corporations Act (Ontario).
Nucor and Harris Steel have agreed to cooperate to enable Nucor to elect or appoint as soon as possible, and from time to time as Nucor may acquire additional shares of Harris Steel, such number of directors of Harris Steel as is proportionate to Nucor's percentage shareholdings of Harris Steel.
Upon completion of the steps to acquire the remaining outstanding Harris Steel common shares, Nucor intends to delist the shares from the Toronto Stock Exchange and to cause Harris Steel to cease to be a reporting issuer.
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