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Metals USA Holdings Corp.
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.
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