Goodman & Co. Won't Support Gerdau Ameristeel Takeover
2010年8月6日 - 10:25PM
Dow Jones News
Gerdau Ameristeel Corp.'s (GNA.T) largest minority shareholder
won't support a takeover bid by the company's parent, Gerdau SA
(GGB), unless the offer price is raised.
David Taylor, portfolio manager at Goodman & Co., which owns
about 5% of the stock, told Dow Jones that he's been talking to
other shareholders who are also unhappy with the bid and believes
there's a chance the takeover could be blocked.
In a release early Friday, Gerdau Ameristeel said that as of
Thursday, more than two thirds of the votes cast by all
shareholders were in favor of the deal, with more than a majority
of the votes cast by minority shareholders in favor. For the deal
to proceed, it must be approved by at least two thirds of the votes
cast by all shareholders and a simple majority of votes cast by
minority shareholders.
A shareholder meeting originally scheduled for Tuesday has now
been postponed in order to accomodate the regulatory review
process, which Gerdau Ameristeel said won't be completed before
Aug. 10. It will announce a new time, date and location when
set.
In early June, Gerdau, Latin America's biggest steelmaker,
announced a proposal to buy the shares of Gerdau Ameristeel it
didn't already own for $11 a share. Gerdau, which owns about 66.3%
of Ameristeel, made the bid to reduce costs and facilitate
exports.
RBC, the independent adviser hired by Ameristeel's special
committee, said fair market value of the stock is $11-$13 a share,
according to an offer circular. The committee unanimously
recommended that shareholders approve the offer.
Late last month, proxy advisory firms ISS and Glass Lewis issued
reports saying shareholders should vote for the takeover.
However, Taylor has a couple of problems with the offer. For one
thing, it's at the low end of RBC's range. "Even if you accept the
valuation, why sell at the low end?"
In addition, he said RBC didn't account for "third-party
synergies" in its valuation, meaning the cost savings that a
company other than the parent would reap from a purchase of Gerdau.
He said that, in other situations of a parent taking over a
subsidiary, the value of another company's potential synergies was
taken into consideration by the independent advisor. Taylor cited
Royal Dutch Shell's (RDSA) takeover of Shell Canada and Magna
International Inc.'s (MGA) takeover of Decoma as examples.
Taylor said he's not against selling the company, he just wants
a fairer price, which in his opinion is $12.25, the price of its
last equity issue in 2007.
Officials from Ameristeel weren't immediately available to
comment on the Goodman remarks.
Ameristeel, formerly Co-Steel, is the second-largest mini-mill
steel producer in North America. While the stock traded as high as
$11.23 the day the offer was announced, it's traded just below the
bid price since the end of June.
Company Web Site: http://www.gerdauameristeel.com
-By Andy Georgiades; Dow Jones Newswires; 416-306-2031;
andy.georgiades@dowjones.com
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