Investigation Overview
After the Gerdau Ameristeel Corporation board of directors agreed to support the proposal by Gerdau S.A. to take over the shares of Gerdau Ameristeel Corporation an investigation on behalf of current investors Gerdau Ameristeel Corporation (GNA) over possible breaches of fiduciary duty by the board of directors of Gerdau Ameristeel Corp. was announced.
The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Gerdau Ameristeel Corp. arising out of their attempt to sell Gerdau Ameristeel Corporation (GNA) to Gerdau S.A..
Gerdau Ameristeel Corporation, located in Tampa, Florida, is a mini-mill steel producer in North America with annual manufacturing capacity of approximately 12 million tons of mill finished steel products. Gerdau Ameristeel Corporation (USA) reported in 2007 Total Revenue of $5.80659billion, in 2008 $8.52848billion, and in 2009 $4.19572billion.
On Wednesday, June 2, 2010, Gerdau Ameristeel Corporation (NYSE: GNA, TSX: GNA) and Gerdau S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) announced that Gerdau S.A. has delivered to the Board of Directors of Gerdau Ameristeel Corp. a proposal to acquire all of the shares of Gerdau Ameristeel Corporation (GNA) that Gerdau S.A. does not already own for US$11.00 cash per share. This proposal values Gerdau Ameristeel's minority held shares (GNZ) at approximately US$1.6 billion. Gerdau S.A. already owns 66.3% of the outstanding shares of Gerdau Ameristeel Corp. (GNA).
Shares of Gerdau Ameristeel Corporation (USA) (GNA) traded after the announcement at $11.07 per share, and at $7.45 per share the trading day before the news. GNA shares reached over $19 per share in 2008.
The investigation by a law firm concerns whether the Gerdau Ameristeel Corporation Board of Directors breaches their fiduciary duties Gerdau Ameristeel Corporation (GNA) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breaches their fiduciary duties by not seeking a deal that would provide better value Gerdau Ameristeel Corporation (GNA), and whether is Gerdau S.A. underpaying for Gerdau Ameristeel Corporation (GNA), thus unlawfully harming GNA stockholders.