Symmetry Holdings Inc. announces execution of definitive agreement to acquire Novamerican Steel Inc. at a price of US$56.00 per common share in cash

    NEW YORK, NY and MONTREAL, QC, June 21 /CNW Telbec/ - Symmetry Holdings
Inc ("Symmetry") (AMEX:   SHJ, SHJ-U, SHJ-WS) and Novamerican Steel Inc.
("Novamerican") (NASDAQ:   TONS) today announced that they have entered into a
definitive agreement whereby Symmetry will acquire all of the issued and
outstanding shares of Novamerican, a well-established steel service center,
processor and tubing manufacturer in North America. The transaction will be
carried out pursuant to an arrangement agreement under a court-approved
statutory plan of arrangement governed by the Canada Business Corporations
Act. Following the completion of the transaction, Novamerican will be a
wholly-owned indirect subsidiary of Symmetry. Under the terms of the
arrangement agreement, Novamerican shareholders will receive US$56.00 in cash
per share (US$585.2 million in cash in the aggregate) for all of the
outstanding common shares of Novamerican. The per share consideration
represents a 19% premium over the volume-weighted average price of US$47.03
for the 20 trading days prior to this announcement. Novamerican has also
determined to pay, at the closing of the transaction, a special dividend to
Novamerican shareholders on a pro rata basis equal to lesser of (i) the amount
by which the cash at Novamerican at closing exceeds US$80 million and (ii) the
amount by which the sum of cash and inventory at Novamerican at closing
exceeds US$225 million. Payment of the special dividend is contingent on,
among other things, Novamerican having more than US$80 million of cash and  
US$135 million in inventory at closing.
    Novamerican principal stockholders, D. Bryan Jones and Scott B. Jones,
have agreed, pursuant to a lock-up agreement, to irrevocably support and vote
in favor of the arrangement. These stockholders collectively hold
approximately 67.5% of the outstanding shares of Novamerican. The lock-up
agreement continues through November 30, 2007, subject to the extension of
such date to January 31, 2008, as described more fully below.
    The transaction has been unanimously approved by the board of directors
of Symmetry, and has received the unanimous approval of the board of directors
of Novamerican, with interested directors of Novamerican abstaining. The
approval by Novamerican's board of directors followed the recommendation of a
Special Committee of independent directors, which was formed to review the
terms and conditions of the transaction. The Special Committee undertook a
comprehensive review of the transaction, including seeking advice from both
its independent financial advisor and independent legal counsel, and receiving
a fairness opinion from its financial advisor, Deloitte & Touche Corporate
Finance Canada Inc., to the effect that, as of the date hereof, the
arrangement is fair, from a financial point of view, to the stockholders of
Novamerican (other than Messrs. Jones). After careful consideration, the
Special Committee unanimously recommended approval of the transaction to the
board of directors of Novamerican, which has in turn determined that the
transaction is in the best interests of Novamerican and its stockholders and
has approved entering into the arrangement agreement.
    The boards of Novamerican and Symmetry have authorized the submission of
the arrangement to their respective stockholders for approval. The proxy
material to be sent to Symmetry's stockholders is subject to prior review by
the US Securities and Exchange Commission (the "SEC"). Following completion of
such review, Symmetry will seek approval of the transaction from a majority of
its stockholders present at a meeting convened for such purpose. Symmetry
stockholder approval will also be subject to having less than 30% of its
stockholders both vote against the transaction and properly exercise certain
conversion rights, as provided under Symmetry's charter. In addition, the
transaction requires the approval of the Superior Court of Québec, as required
under the Canada Business Corporations Act, as well as 66 2/3% of
Novamerican's shareholders present at a special meeting convened for such
    "I am convinced that this transaction is in the best interests of all
Novamerican stakeholders. It represents fair value to stockholders and ensures
continuity for the employees of the company," said Bryan Jones, Chairman of
the Board and Chief Executive Officer of Novamerican. "Symmetry is dedicated
to the long-term future of the company. As it will rely on present management
for operational experience, I am confident that Novamerican will stay on its
present course and will pursue expanded opportunities. After 28 years building
the company, I leave with the certain knowledge that Novamerican's growth will
be uninterrupted and its future secure."
    Corrado De Gasperis, Symmetry's CEO, said, "This transaction provides our
investors with an accelerated opportunity that is both consistent with the
parameters presented in our initial public offering and well suited for the
implementation of our operating methodology - The Decalogue(TM). We look
forward to carrying on the highest quality of performance established by Bryan
and Scott Jones and the rest of the Novamerican team."
    To partially fund the purchase price and related fees and expenses and
provide additional capital for growth and expansion, Symmetry's Chairman and
certain other founding stockholders of Symmetry have agreed to purchase in a
private placement 1,875,000 units of Symmetry for US$15 million, or US$8.00
per unit, at the time of the closing of the transaction. Each unit will
consist of one share of common stock and one warrant. Each warrant will
entitle the holder to purchase one share of common stock at a price of US$5.50
and will be exercisable from the later of the consummation of the transaction
and March 7, 2008 until expiration 4 years from the issue date or earlier upon
redemption. JPMorgan Chase Bank, N.A., together with CIBC World Markets Corp,
and CIT Business Credit Canada LLC have committed to provide debt financing of
up to US$500 million to fund a portion of the purchase price and related fees
and expenses and for working capital and general corporate purposes. The
private placement and a portion of the debt financing will be funded at the
closing of the transaction, and the proceeds will be combined with up to
approximately US$140 million of cash held in trust by Symmetry that was raised
in its initial public offering in March 2007 to pay the purchase price and
related fees and expenses.
    To further fund the working capital requirements of Symmetry, Symmetry's
Chairman has today purchased in a private placement 787,402 warrants of
Symmetry for US$1,000,000, or US$1.27 per warrant, the volume-weighted average
price for the 20 trading days prior to this announcement. Each warrant
entitles the holder to purchase one share of common stock at a price of
US$5.50 and is exercisable from the later of the consummation of the
transaction and March 7, 2008 until expiration on June 21, 2011 or earlier
upon redemption.
    The completion of the plan of arrangement is subject to certain closing
conditions, including Novamerican stockholder, Symmetry stockholder and court
approvals, and to various regulatory requirements and approvals, including the
approvals under the Investment Canada Act (Canada) and the Competition Act
(Canada), and termination or expiration of the waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
    The arrangement agreement requires Novamerican to have certain minimum
cash and inventory levels at closing, and provides for the sale of certain
assets from Novamerican to its principal stockholders for total consideration
of approximately US$15 million, representing the fair market value of such
assets based on independent appraisals obtained by Novamerican. The sale of
assets by Novamerican is required in order to ensure that Novamerican meets
its minimum cash level condition at closing. Novamerican also agreed to a
sale-leaseback arrangement with its principal stockholders for its head office
building in LaSalle, Québec, under which Novamerican will receive
approximately US$12.1 million for the sale of the building and will enter into
a lease agreement based on market rates. The commercial terms of these
transactions are based on appraisals made by third party independent valuators
and were reviewed by the Special Committee of the board of directors of
    The arrangement agreement provides for, among other things, a
non-solicitation covenant on the part of Novamerican, subject to customary
"fiduciary out" provisions that entitle Novamerican to consider and accept a
superior proposal; a right in favor of Symmetry to match any superior
proposal; and the payment of a termination fee to Symmetry and a reverse
termination fee to Novamerican in certain circumstances. Notwithstanding
Novamerican's right to terminate the arrangement agreement in order to accept
a superior proposal, Novamerican's principal stockholders, Messrs. Jones, will
remain subject to the lock-up agreement until November 30, 2007. If the
transaction has not been consummated by November 30, 2007 as a result of a
delay in obtaining SEC approval of Symmetry's proxy statement, Symmetry may
extend the lock-up agreement from November 30, 2007 to January 31, 2008 and
Novamerican may extend the lock-up agreement from November 30, 2007 to
December 31, 2007.
    Symmetry will file a current report on Form 8-K with the SEC, which
report will set forth additional details on the transaction and related
financings. In addition, copies of the arrangement agreement and certain
related documents will be filed with the SEC and will be available through the
website maintained by the SEC at
    CIBC World Capital Markets Corp. acted as financial advisor to
Novamerican. Stikeman Elliott LLP and McDermott Will & Emery LLP provided
legal advice to of Novamerican and its principal stockholders in connection
with the transaction, and Ogilvy Renault LLP acted as the independent legal
counsel to the Special Committee of Novamerican. Davies Ward Phillips &
Vineberg LLP and Kelley Drye & Warren LLP provided legal advice to Symmetry in
connection with the transaction and the financing.

    About Symmetry Holdings Inc

    Symmetry is a company formed for the specific purpose of acquiring
businesses that are in the basic industries sector. Since completing its
initial public offering in March 2007, Symmetry has dedicated its resources to
seeking and evaluating business combination opportunities of industrial,
asset-based companies in North America. For additional information on Symmetry
Holdings Inc., visit our website at

    About Novamerican Steel Inc.

    Novamerican, based in Montréal, Canada with twenty-two operating
locations in Canada and the United States, processes and distributes carbon
steel, stainless steel and aluminum products and operates as an intermediary
between primary metal producers and manufacturers that require processed
metal, often on a just-in-time delivery basis. Novamerican also produces roll
formed steel sections and manufactures heavy equipment parts and accessories.
Novamerican's flat rolled processing capabilities include pickling, slitting,
blanking, leveling, temper-rolling and cutting-to-length to precise customer
specifications. Additionally, Novamerican performs many of these processing
services for customers who provide their own steel, referred to in the
industry as toll processing. For additional information on Novamerican Steel,
Inc., visit our website at

    Forward-looking Statements

    This press release and related discussions contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 about Symmetry, Novamerican, the proposed transaction and their
combined business after completion of the proposed transaction.
Forward-looking statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and expectations of
Symmetry's and Novamerican's management, are subject to risks and
uncertainties (including those described in Symmetry's and Novamerican's
public filings with the SEC), which could cause actual results, events and
circumstances to differ materially from the forward-looking statements. The
following factors, among others, could cause actual results, events and
circumstances to differ from those set forth in the forward-looking
statements: the failure to obtain any of the approvals described above
relating to the arrangement agreement and the transactions contemplated
thereby; more than 30% of the public stockholders of Symmetry voting against
the transaction and validly exercising their conversion rights; the failure to
satisfy any of the conditions to closing of the debt financing described above
(which conditions consist of: completion of satisfactory definitive
documentation; receipt of the results of field examinations and inventory
appraisals (prepared by a third party appraisal firm) reasonably satisfactory
to JPMorgan Chase Bank, N.A.; receipt of a solvency opinion; absence of
material adverse changes affecting Symmetry or Novamerican; and certain other
customary conditions; material adverse changes affecting Novamerican or its
businesses; changes in generally accepted accounting principles; failure of
Novamerican to continue to comply with government regulations; adoption of or
changes in legislation or regulatory environments or requirements adversely
affecting the Novamerican businesses; changes in the financial stability of
major customers of Novamerican or in demand for its products and services; the
failure to achieve the benefits anticipated from this transaction;
competition; changes in general economic conditions; geopolitical events, and
other risks and uncertainties, including those detailed in Symmetry's and
Novamerican's filings with the SEC, as well as future decisions by the
parties. The information set forth herein should be read in light of such
risks. This news release does not constitute an offer or solicitation as to
any securities. References to street or analyst earnings estimates mean those
published by First Call. Neither Symmetry nor Novamerican assumes any
obligation to update the information contained in this press release or such

    Additional Information

    In connection with the proposed transaction and required stockholder
approval, Symmetry will file with the SEC a proxy statement that will be
mailed to the stockholders of Symmetry. Symmetry's stockholders are urged to
read the proxy statement and other relevant materials when they become
available as they will contain important information about the acquisition of
Novamerican and related matters. Stockholders will be able to obtain a copy of
the definitive proxy statement, without charge, by directing a request to:
Symmetry, 28 West 44th Street, 16th Floor, New York, New York 10036. Once
filed, investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at
    Symmetry and its officers and directors may be deemed to be participating
in the solicitation of proxies from the Symmetry stockholders in favor of the
approval of the proposed transaction. Information concerning Symmetry's
directors and officers is set forth in the publicly filed documents of
Symmetry. Stockholders may obtain more detailed information regarding the
direct and indirect interests of Symmetry and its directors and executive
officers in the transaction and related financings by reading the preliminary
and definitive proxy statements regarding the proposed acquisition, which will
be filed with the SEC.

For further information:

For further information: For Symmetry Holdings Inc.: Karen G. Narwold,
General Counsel, (646) 429-1540 (office), (917) 207-7924 (cell); For
Novamerican Steel Inc.: Rick Leckner, MaisonBrison, (514) 731-0000, ext. 222

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