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Nucor Corporation acquires Harris Steel Group for US$1.25 billion

Fasken
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Harris Steel Group

On March 2, 2007, Nucor Corporation and Harris Steel Group Inc. announced that 25,998,212 common shares of Harris Steel, including shares deposited by guaranteed delivery, were deposited to the offer made by a wholly owned indirect subsidiary of Nucor, to acquire all of the issued and outstanding common shares of Harris Steel for $46.25 in cash per Harris Steel common share. All of the conditions of the offer were satisfied prior to the expiration of the offer, and Nucor took up all of the Harris Steel common shares that were validly deposited to the offer. Payment for such Harris Steel common shares in the amount of $1,202,417,305 was expected to be made as soon as practicable and in any event by no later than March 7, 2007. As a result of this transaction, Nucor beneficially owns over 96% of the issued and outstanding common shares of Harris Steel. In accordance with its stated purpose of acquiring all of the outstanding shares of Harris Steel, Nucor intends, as soon as permitted, to exercise its right to acquire the remaining Harris Steel common shares by means of a statutory compulsory acquisition under Section 188 of the Business Corporations Act (Ontario). Upon the completion of the steps to acquire the remaining outstanding Harris Steel common shares, Nucor intends to delist the shares from the Toronto Stock Exchange and to cause Harris Steel to cease to be a reporting issuer. A special committee of independent directors, created by the Harris Steel's Board of Directors, and comprising James W. Leech (Chair), Benita Warmbold and Bruce Sinclair had earlier reviewed the offer in consultation with its independent legal and financial advisors. In that regard, the Special Committee received opinions from both GMP Securities L.P. and Canaccord Capital Corp., that the consideration under the offer is fair from a financial point of view to the holders of the shares. The Special Committee unanimously recommended the offer to the Company's Board of Directors, and the Board of Directors unanimously recommended that shareholders tender their shares to the offer. GMP Securities L.P. is acting as exclusive financial advisor to Harris. William Orr and Aaron Atkinson of Fasken Martineau advised the Special Committee of independent directors of Harris Steel Group in this transaction.

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