Announcement of Offer to Purchase for Cash Any and All of the Outstanding 4.875% Notes due 2027 issued by Gerdau Trade Inc.

Core Viewpoint - Gerdau S.A. has initiated a cash offer to purchase all outstanding 4.875% notes due 2027, totaling approximately US$418.24 million, which are guaranteed by its subsidiaries [1][3]. Offer Details - The offer is set to expire on June 9, 2025, at 5:00 p.m. New York City time, unless extended or terminated earlier by Gerdau Trade [3]. - Holders of the notes who validly tender their notes by the expiration date will be eligible to receive the consideration, which will be determined based on a fixed spread plus the yield of a reference U.S. Treasury security [4][5]. - Settlement of the offer is expected to occur within three business days following the expiration date, anticipated to be June 12, 2025 [6]. Conditions and Rights - The acceptance of the notes is contingent upon the successful pricing of a debt offering by Gerdau Trade, generating sufficient net proceeds to cover the consideration and accrued coupon payments [8]. - Gerdau Trade reserves the right to delay acceptance, extend the expiration date, or terminate the offer if conditions are not met [9][10]. - The offer is not conditioned on a minimum amount of notes being tendered, and if terminated, no payments will be made to holders of the notes [10]. Subsequent Actions - After the expiration date, Gerdau Trade may acquire any remaining notes through various means, including open market purchases or redemptions [11].