Russel Metals Inc. completed its takeover bid for all the issued and outstanding class A multiple voting shares and class B subordinate voting shares along with all the outstanding 8 per cent and 7.25 per cent convertible unsecured subordinated debentures of Leroux Steel Inc. The offers for the Leroux Steel shares were made on the basis of the option of the shareholder: (i) $6.30 cash; (ii) $4.60 cash and one-third of one common share in the capital of Russel; or (iii) 1.2353 Russel shares for each Leroux Steel class A or class B share. In the case of the Leroux Steel debentures, the offers were made on the basis of an amount equal to the principal amount thereof plus accrued and unpaid interest.
The aggregate value of the transaction was approximately $185 million.
The shares tendered to the bid represented approximately 99.52 per cent of the aggregate number of class A multiple voting shares outstanding and approximately 97.53 per cent of the aggregate number of class B subordinate voting shares outstanding. On August 20, 2003, Russel acquired the remaining shares pursuant to its statutory right of compulsory acquisition in accordance with Quebec’s Companies Act.
Russel was represented by Davies Ward Phillips & Vineberg LLP, with a team that included William O’Reilly, Andrea Daly and Geoffrey Turner (tax) and Mark Katz and Richard Fridman in Toronto, and Maryse Bertrand, Olivier Désilets and Lucien Bouchard in Montreal.
Leroux Steel and Gilles Leroux were represented by Fasken Martineau DuMoulin LLP, with a team that included Robert Girard, Marie-Josée Neveu and Catherine Isabelle, and by Paul Bédard (tax) and Pierre Lissoir (competition) of Gowling Lafleur Henderson LLP. Leroux Steel’s special committee was represented by Michel Marchand and Alain Falardeau of Marchand, Magnan, Melançon, Forget.
The aggregate value of the transaction was approximately $185 million.
The shares tendered to the bid represented approximately 99.52 per cent of the aggregate number of class A multiple voting shares outstanding and approximately 97.53 per cent of the aggregate number of class B subordinate voting shares outstanding. On August 20, 2003, Russel acquired the remaining shares pursuant to its statutory right of compulsory acquisition in accordance with Quebec’s Companies Act.
Russel was represented by Davies Ward Phillips & Vineberg LLP, with a team that included William O’Reilly, Andrea Daly and Geoffrey Turner (tax) and Mark Katz and Richard Fridman in Toronto, and Maryse Bertrand, Olivier Désilets and Lucien Bouchard in Montreal.
Leroux Steel and Gilles Leroux were represented by Fasken Martineau DuMoulin LLP, with a team that included Robert Girard, Marie-Josée Neveu and Catherine Isabelle, and by Paul Bédard (tax) and Pierre Lissoir (competition) of Gowling Lafleur Henderson LLP. Leroux Steel’s special committee was represented by Michel Marchand and Alain Falardeau of Marchand, Magnan, Melançon, Forget.
