EX-99.(A)(1)(IX) 6 a13-21696_6ex99da1ix.htm EX-99.(A)(1)(IX)

(a)(1)(ix)

 

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October 17, 2013

 

 

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The information provided below is your personalized conversion statement based on your Long-term Incentive account balance as of October 1, 2013.  Please use this worksheet to assist your decision regarding the exchange offer. The following information is based on the closing price on the stock market(s) and the subsequent valuation by Bloomberg Inc. on September 20, 2013.

 

 

 

Personalized Conversion Statement

 

Based on the closing price of Gerdau stock (represented by American Depository Shares on the New York Stock Exchange) and the subsequent valuation by Bloomberg Inc. on September 20, 2013.

Plan

Type

Grant
Price

Awards
Outstanding

Current
Exercise Value

Bloomberg Fair
Value per Award

Bloomberg
Grant Fair
Value

LTI052006

NQ

$11.89

 

 

 

 

LTI06S1283

SAR

$13.64

 

 

 

 

LTI052007

NQ

$13.64

 

 

 

 

LTI07S1286

SAR

$19.84

 

 

 

 

LTI07O7262

NQ

$19.84

 

 

 

 

LTI06S1284

SAR

$22.41

 

 

 

 

LTI08S1288

SAR

$4.35

 

 

 

 

LTI08O1262

NQ

$4.35

 

 

 

 

EIP10S1276

SAR

$9.87

 

 

 

 

EIP11S1263

SAR

$13.00

 

 

 

 

EIP12S1267

SAR

$10.67

 

 

 

 

EIP13S1426

SAR

$7.51

 

 

 

 

 

 

 

 

 

Total Value:

«Total_Bval»

 

 

Gerdau 2013.  Confidential and Proprietary.

 


 

The number of ADSs to be issued is determined by taking your Total Bloomberg Value («Total_Bval») ÷ the closing price on September 20, 2013 which was $7.47.

 

ADSs in exchange for Stock Options and SARs:  __________________________

 

If you elect to accept the terms of the exchange offer, then the corresponding ADSs will be deposited into your Fidelity account on December 9, 2013 (some shares will be sold or withheld to cover taxes).

 

Normal trading will be available during the election period.  If you exercise an SAR or an option during this period, then the number of ADSs that delivered as part of the exchange will also be adjusted at the end of the election period. Once the election period ends, the Company will impose an exercise restriction period to halt all trading of LTI awards (this period is expected to continue through November 27, 2013, inclusive.

 

IMPORTANT INFORMATION

 

Bloomberg has been retained to calculate the fair value of all outstanding stock options and stock appreciation rights (SARs) of Gerdau S.A. and its affiliates.  All valuations provided and calculated by Bloomberg are based on the closing price of Gerdau equities on their respective exchanges and countries on September 20, 2013 (the day following the Gerdau shareholder’s meeting). All assumptions made in the calculations have been made without bias to any particular shareholders, employees, or members of management.

 

Gerdau makes no claim relating to future stock price appreciation or depreciation and any information provided herein and in the other offer documents should not be construed as advice or recommendations.  None of Gerdau, its subsidiaries, or its or their Boards of Directors makes any recommendation as to whether you should tender, or refrain from tendering, your eligible options or stock appreciation rights in the exchange offer, and none of Gerdau, its subsidiaries or its or their Boards of Directors have authorized any person to make any recommendation on its or their behalf.  This is a voluntary program and you must make your own decision whether to tender your eligible options or stock appreciation rights.  You should consult your personal outside advisor(s) if you have questions about your financial, legal or tax situation as it relates to the exchange offer.

 

Risks associated with the exchange offer are included in the attached document “Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units (Active Employees in the United States), Restricted Stock (Active Employees in Canada) or American Depositary Shares (Retirees)” (the “Offer to Exchange”) which you should consult prior to making your election.

 

The offer documents that are being sent to you, including documents Gerdau has filed or will file with the United States Securities and Exchange Commission (SEC), such as the Offer to Exchange and the Schedule TO, contain important information about the exchange program.  You should read this information and the documents Gerdau has filed or will file with the SEC before deciding whether to exchange your eligible options or stock appreciation rights.  You may access the Offer to Exchange, Schedule TO and other documents we have filed or will file with the SEC free of charge on the SEC’s website at www.sec.gov or by contacting Aneta Booth at aneta.booth@gerdau.com.

 

 

Gerdau 2013.  Confidential and Proprietary.