Metals USA Announces Stockholder Approval Of Merger Agreement With Reliance Steel & Aluminum Co.
FORT LAUDERDALE, Fla., April 10, 2013 /PRNewswire/ -- Metals USA Holdings Corp. (NYSE: MUSA) announced today that, at a special meeting of stockholders held earlier today, its stockholders approved the adoption of the merger agreement, entered into on February 6, 2013, among Metals USA Holdings Corp. ("Metals USA"), Reliance Steel & Aluminum Co. ("Reliance") and RSAC Acquisition Corp., a wholly-owned subsidiary of Reliance ("Merger Sub"), pursuant to which Merger Sub will merge with and into Metals USA, with Metals USA surviving the merger as a wholly-owned subsidiary of Reliance.
At the special meeting of stockholders, 99.9% of the votes cast, representing 87.3% of Metals USA's total outstanding shares of common stock as of the March 4, 2013 record date, were voted in favor of the adoption of the merger agreement. Metals USA's stockholders also approved, on an advisory, non-binding basis, compensation that may become payable to named executive officers as a result of the merger.
Subject to the satisfaction or waiver of the previously disclosed closing conditions, Metals USA currently anticipates closing the transaction after close of business on April 12, 2013, which would also be Metals USA's last day of trading on the New York Stock Exchange. At the effective time of the merger, shares of Metals USA (other than certain excluded shares) will be cancelled and converted into the right to receive $20.65 per share in cash, without interest. Letters of transmittal allowing Metals USA stockholders of record to deliver their shares to the paying agent for the merger in exchange for payment of the merger consideration are expected to be mailed within two business days of the effective date of the merger. Stockholders who hold shares in "street" name through a bank or broker will not have to take any action to have their shares converted into cash as such conversions will be handled by the bank or broker.
About Metals USA
Metals USA provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals, and building products markets. For more information, visit Metals USA's website at www.metalsusa.com. The information contained in this press release is limited and Metals USA encourages interested parties to read Metals USA's reports and other statements which are on file with the Securities and Exchange Commission (the "SEC") for more complete information about Metals USA. Additionally, copies of Metals USA's filings with the SEC, together with press releases and other information investors may find of interest, can be found at Metals USA's website at www.metalsusa.com under "Investor Relations."
Certain statements in this press release may constitute "forward-looking" statements, as defined under the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "projects," "believes," "estimates," "forecasts" and similar expressions are used to identify these forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements concerning the proposed merger transaction between Metals USA and Reliance. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, those disclosed in Metals USA's filings with the SEC. There can be no assurance that the proposed merger transaction will be consummated. As a result, these statements speak only as of the date that they were made, and Metals USA undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, expect as otherwise required by applicable law.
SOURCE Metals USA Holdings Corp.