Exhibit 2.2
PLAN OF MERGER
BETWEEN
AMERISTEEL CORPORATION
AND
GERDAU FLORIDA, INC.
ARTICLE 1
GENERAL
A. The Merger. Upon the terms and subject to the conditions set forth in
this Agreement, at the Effective Time (as hereinafter defined), Gerdau Florida,
Inc., a Florida corporation, ("Florida Co.") shall be merged (the "Merger") with
and into AmeriSteel Corporation, a Florida corporation, (the "Corporation"),
whereupon the separate corporate existence of Florida Co. shall cease and the
Corporation shall be the surviving corporation (sometimes, the "Surviving
Corporation") and shall continue to be governed by the laws of the State of
Florida. Each of the Corporation and Florida Co. is a subsidiary of Gerdau USA,
with such parent corporation owning at least 80% of the outstanding shares of
each class of outstanding stock of each subsidiary. Accordingly, the Merger
shall be effected pursuant to the provisions of Section 607.1104, Florida
Statutes.
B. Articles of Merger; Effective Time. Thirty one days (or the next
business day thereafter if such 31st day is a Saturday, Sunday or holiday) after
notice of this Plan of Merger has been mailed to the stockholders of Florida Co.
and the Corporation, in accordance with the provisions of Section 607.1104,
Florida Statutes, the parties hereto shall cause the Merger to be consummated by
the execution and filing of Articles of Merger with the Secretary of State of
the State of Florida (the "Articles of Merger"), together with the appropriate
fees. The merger shall become effective immediately upon the acceptance of the
filing of the Articles of Merger by the Secretary of State of the State of
Florida. The time and date when the Merger shall become effective is hereinafter
referred to as the "Effective Time."
C. Articles of Incorporation and Bylaws. At the Effective Time, the
Articles of Incorporation of the Corporation as in effect immediately prior to
the Effective Time shall be and remain the Articles of Incorporation of the
Surviving Corporation, until amended. At the Effective Time, the Bylaws of the
Corporation as in effect immediately prior to the Effective Time, shall be and
remain the Bylaws of the Surviving Corporation until amended.
D. Property and Liabilities of Constituent Corporations. The identity,
existence, purposes, powers, objects, franchises, privileges, rights and
immunities of the Corporation shall continue unaffected and unimpaired by the
Merger and the corporate franchises, existence and rights of Florida Co. shall
be merged into the Corporation. The Surviving Corporation shall, from and after
the Effective Time, possess all the rights, privileges, powers, and franchises
of whatsoever nature and description, of a public as well as of a private
nature, of Florida Co. and of the Corporation; all rights, privileges, powers,
and franchises of each of the Corporation and of Florida Co., and all property,
real, personal, and mixed, and debts due to either of the Corporation or of
Florida Co. on whatever account shall be vested in the Surviving Corporation;
and all property, rights, privileges, powers, and franchises, and all and every
other interest shall be thereafter as effectually the property of the Surviving
Corporation as
they were of the Corporation and Florida Co. The title to any real estate vested
by deed or otherwise in either of the Corporation or Florida Co. shall not
revert or be in any way impaired by reason of the Merger. From and after the
Effective Time, all rights of creditors and all liens upon the property of
Florida Co. shall be preserved unimpaired, and all debts, liabilities, and
duties of Florida Co. shall thenceforth attach to the Surviving Corporation, and
may be enforced against it to the same extent as if said debts, liabilities, and
duties had been incurred or contracted by it.
ARTICLE 2
CONVERSION AND EXCHANGE OF STOCK
A. Stock of the Corporation.
(a) Each share of common stock of the Corporation issued and outstanding
immediately prior to the Effective Time, other than the shares owned by Gerdau
USA Inc. ("Gerdau USA"), shall, by virtue of the Merger and without any action
on the part of the holder thereof, be cancelled and converted into the right to
receive 9.4617 common shares of Co-Steel Inc. (to be renamed Gerdau AmeriSteel
Corporation) ("Newco"). No fractional shares of Newco shall be issued, but each
holder who would otherwise be entitled to a fractional share shall instead be
entitled to receive an amount in cash (rounded to the nearest whole cent) equal
to the product of (i) the fraction multiplied by (ii) the closing price of a
Newco share on the Toronto Stock Exchange on the last business day immediately
prior to the Effective Time multiplied by (iii) the exchange rate for the U.S.
Dollar Equivalent of a Canadian Dollar on the last business day immediately
prior to the Effective Time as reported in the Exchange Rate chart in the Wall
Street Journal.
(b) Each share of common stock of the Corporation issued and outstanding
immediately prior to the Effective Time that is owned by Gerdau USA shall, by
virtue of the Merger and without any action on the part of the holder thereof,
remain outstanding as one share of common stock of the Corporation.
B. Stock of Florida Co. Each share of common stock of Florida Co. issued
and outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be cancelled.
C. Options of the Corporation. Each issued and outstanding stock option to
purchase shares of the Corporation's common stock (an "Option") granted under
any stock option or compensation plan or arrangement of the Corporation, whether
or not then exercisable, shall at the Effective Time be converted into an option
(the "Newco Option") to acquire, on substantially the same terms and conditions
as were applicable under such Option immediately prior to the Effective Time and
which option shall be considered issued under and subject to the terms of the
applicable stock option plan, the number of Newco common shares determined by
multiplying the number of shares of the Corporation's common stock that were
covered by such Option immediately prior to the Effective Time by 9.4617 (the
"Option Exchange Ratio") (rounded as hereinafter provided) at a price per share
(rounded up to the nearest whole cent) equal to (i) the exercise price per share
of the Corporation's common stock immediately prior to the Effective Time under
such Option divided by (ii) the Option Exchange Ratio; provided,
however, that with respect to Options with the same exercise price and option
term, the number of Newco common shares to be represented by the Newco Option
shall be computed on an aggregate basis so as to create options for whole Newco
common shares, with any then remaining fractional share rounded up the nearest
whole share. As soon as practicable after the Effective Time, Newco shall
deliver to each holder of an Option a stock option agreement or certificate
issued under the applicable stock option plan as a replacement for the stock
option certificate previously provided to such holder by the Corporation and
evidencing the Newco Option and setting forth such holder's rights pursuant
thereto, including the number of Newco common shares purchasable under the
converted stock option and replacement option agreement or certificate and the
corresponding exercise price thereunder. In addition, Newco shall take all
corporate action necessary to reserve for issuance a sufficient number of Newco
common shares for delivery upon exercise of a Newco Option. As soon as
practicable after the Effective Time, Newco shall file a registration statement
on Form S-8 (or any successor or appropriate forms), or another appropriate
form, with respect to the shares of Newco common stock subject to the Newco
Options and shall use its reasonable best efforts to maintain the effectiveness
of such registration statement or registration statements (and maintain the
current status of the prospectus or prospectuses contained therein) for so long
as such Newco Options remain outstanding.
D. Exchange of Stock Certificates. As of the Effective Time, all shares of
the Corporation's common stock previously outstanding, other than the shares
owned by Gerdau USA, shall no longer be outstanding and shall automatically be
cancelled and retired and shall cease to exist. Each holder of a certificate
representing any such shares shall cease to have any rights with respect
thereto, except the right to receive with respect to each share represented
thereby the consideration, if any, set forth in Section 2.1(a) and any cash in
lieu of fractional shares of Newco common stock to be issued or paid in
consideration therefor upon the surrender of such certificate, without interest.
Immediately after the Effective Time, each holder of an outstanding certificate
or certificates theretofore representing shares of the Corporation's common
stock shall surrender the same to the Surviving Corporation or to an agent or
agents designated by the Surviving Corporation, and shall thereupon be entitled
to receive such consideration, without interest.
