Commercial Metals Company Receives Notice of Intention to Nominate Directors

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Oct 19, 2011, 05:45 ET

IRVING, Texas, Oct. 19, 2011 /PRNewswire/ -- Commercial Metals Company (NYSE: CMC) today announced that it has received notice from Carl Icahn, and affiliated entities, of their intention to nominate three candidates for election to Commercial Metals Company's Board of Directors at the Company's 2012 Annual Meeting. The notice also contains the intention to make certain proposals at the Annual Meeting. Mr. Icahn and certain of his affiliated entities own shares representing beneficial ownership of approximately 9.98% of the Company's outstanding shares in the aggregate.

The Nominating and Corporate Governance Committee of the Board will review these nominations and the Board will make a recommendation that it believes is in the best interests of all of its stockholders. The Company's Board of Directors currently has 11 members and a class of three directors will stand for election at the Annual Meeting.

Joe Alvarado, President and CEO, said: "Our Board and management team always welcome constructive dialogue with stockholders and we regularly review all options for generating and delivering value. In what continues to be a challenging environment for the entire steel industry, we have taken aggressive steps to improve operational and financial performance regardless of market conditions."

Noting that Commercial Metals Company has significantly strengthened its Board with the addition of four new directors over the last two years, Alvarado added, "We have a strong, independent and experienced Board committed to acting in the best interests of all stockholders, and our new management team is focused on our strategy and executing on performance improvement initiatives. In addition to a previously announced realignment of our Americas operations, we have lowered our overall cost structure, restructured our fabrication business and announced the exit of certain non-core businesses, including most recently our Croatian operations. We have a strong platform in place and are confident in our future prospects."

About Commercial Metals Company

Commercial Metals Company and subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network including steel minimills, steel fabrication and processing plants, construction-related product warehouses, a copper tube mill, metal recycling facilities and marketing and distribution offices in the United States and in strategic international markets.

Forward-Looking Statements

This news release contains forward-looking statements regarding the outlook for the Company's financial results including net earnings (loss), operating profit (loss), economic conditions, credit availability, product pricing and demand, currency valuation, production rates, interest rates, inventory levels, margins, acquisitions, construction and operation of new facilities, general market conditions and closure costs. These forward-looking statements generally can be identified by phrases such as we, the company or its management "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook," or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. Variances will occur and some could be materially different from our current opinion.

Developments that could impact the Company's expectations include the following: absence of global economic recovery or possible recession relapse; solvency of financial institutions and their ability or willingness to lend; success or failure of governmental efforts to stimulate the economy, including restoring credit availability and confidence in a recovery; continued sovereign debt problems within the euro zone and other foreign zones; customer non-compliance with contracts; construction activity or lack thereof; decisions by governments affecting the level of steel imports, including tariffs and duties; claims litigation and settlements; difficulties or delays in the execution of construction contracts resulting in cost overruns or contract disputes; unsuccessful or delayed implementation of new technology; metals pricing over which the Company exerts little influence; increased capacity and product availability from competing steel minimills and other steel suppliers, including import quantities and pricing; execution of cost minimization strategies; ability to retain key executives; court decisions and regulatory rulings; industry consolidation or changes in production capacity or utilization; global factors, including political and military uncertainties; currency fluctuations; interest rate changes; availability and pricing of raw material including scrap metal and energy, insurance and supply prices; passage of new, or interpretation of existing, environmental laws and regulations; severe weather, especially in Poland; and the pace of overall economic activity, particularly in China.

Important Additional Information

Commercial Metals Company ("CMC"), its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from CMC stockholders in connection with the matters to be considered at CMC's 2012 annual meeting of stockholders. CMC intends to file a proxy statement with the U.S. Securities and Exchange Commission (the "SEC") in connection with any such solicitation of proxies from CMC stockholders. CMC STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of CMC's directors and executive officers in CMC stock, restricted stock and options is included in their SEC filings on Forms 3, 4 and 5, which can be found at the CMC's website (www.cmc.com) in the section "Investor Relations." More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with CMC's 2012 annual meeting of stockholders. Information can also be found in CMC's Annual Report on Form 10-K for the year ended August 31, 2010, filed with the SEC on October 29, 2010. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by CMC with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at CMC's website at www.cmc.com or by writing to CMC at 6565 N. MacArthur Blvd., Suite 800, Irving, Texas 75039, Attn: Corporate Secretary.

SOURCE Commercial Metals Company