CHICAGO, July 2, 2018 /PRNewswire/ -- Ryerson
Holding Corporation (NYSE: RYI), a leading value-added
processor and distributor of industrial metals, announced today
that it has completed its previously announced acquisition of
Central Steel & Wire Company ("Central Steel & Wire" –
OTCPK: CSTW) pursuant to which Central Steel & Wire has become
a wholly-owned subsidiary of Ryerson. Central Steel & Wire,
with its valued brand spanning more than 100 years, offers a wide
selection of products and capabilities, and will continue to
operate under its current brand name within the Ryerson network of
value-added and intelligently connected service centers.
In connection with the closing of the transaction, shareholders
of Central Steel & Wire will receive approximately $150.8 million, or approximately $616.32 per share of Central Steel & Wire
common stock outstanding as of the closing. In addition,
shareholders of Central Steel & Wire as of the closing of the
transaction may receive up to $7.5
million in the aggregate of additional consideration, which
is representative of the amount held back in the transaction
pending the final determination of Central Steel & Wire's
actual net working capital and net cash (after deducting
transaction expenses) to confirm that the closing payment amount
was not overstated. Further, if actual net working capital and net
cash (after deducting transaction expenses) exceeds the estimated
amounts used to calculate the closing payment, shareholders will
receive additional consideration for the amount above such
estimates. An additional $1 million
has been held back to cover the expenses of the shareholders'
representative, the balance of which, to the extent not used, will
also be distributed to Central Steel & Wire's shareholders as
of the closing of the transaction on a pro rata
basis.
Ryerson will also assume approximately $8.9 million in transaction related obligations
of Central Steel & Wire as a result of the closing, including
certain transaction expenses and retention and change in control
payments.
In connection with the anticipated closing of the transaction
and as contemplated by the transaction documents, Central Steel
& Wire declared a special dividend in the amount of
$50 on each share of its common
stock, which was paid on June 29,
2018.
Central Steel & Wire did not operate with any debt for
borrowed money at the time of closing of the transaction. Ryerson
funded the purchase price for the transaction by drawing on its
credit facility.
Eddie Lehner, Ryerson's President
and Chief Executive Officer said, "The inclusion of Central Steel
& Wire into the Ryerson family of highly valued industrial
metal distribution and processing companies enhances Ryerson's
ability in providing great customer experiences. The expansion of
our long, tube, and plate portfolio through this acquisition makes
our combined commercial, operational, product, and processing
strengths that much more valuable to the customers of both Central
Steel & Wire and Ryerson."
Further information regarding this transaction will be presented
during Ryerson's second quarter 2018 conference call on
Thursday, August 2, 2018 at
10:00 a.m. Eastern Time. The live
online broadcast will be available on Ryerson's investor relations
website at ir.ryerson.com.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive merger agreement relating to the transaction, a copy of
which has been filed by Ryerson with the Securities and Exchange
Commission as an exhibit to a Current Report on Form 8-K.
About Ryerson
Ryerson is a leading value-added processor and distributor of
industrial metals, with operations in the
United States, Canada,
Mexico, and China. Founded in 1842, Ryerson employs around
4,600 employees, including Central Steel & Wire, in
approximately 100 locations. Visit Ryerson at www.ryerson.com.
Forward-Looking Statements
Certain statements made in this press release and other written
or oral statements made by or on behalf of Ryerson constitute
"forward-looking statements" within the meaning of the federal
securities laws, including statements regarding our future
performance, as well as management's expectations, beliefs,
intentions, plans, estimates, or projections relating to the
future. Such statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may,"
"estimates," "will," "should," "plans," or "anticipates" or the
negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. Ryerson cautions that
any such forward-looking statements are not guarantees of future
performance and may involve significant risks and uncertainties,
and that actual results may vary materially from those in the
forward-looking statements as a result of various factors. Among
the factors that significantly impact the metals distribution
industry and our business are: the cyclicality of our business; the
highly competitive, volatile, and fragmented market in which we
operate; fluctuating metal prices; our substantial indebtedness and
the covenants in instruments governing such indebtedness; the
integration of acquired operations; regulatory and other
operational risks associated with our operations located inside and
outside of the United States; work
stoppages; obligations under certain employee retirement benefit
plans; the ownership of a majority of our equity securities by a
single investor group; currency fluctuations; and consolidation in
the metals producer industry. Forward-looking statements should,
therefore, be considered in light of various factors, including
those set forth above and those set forth under "Risk Factors" in
our annual report on Form 10-K for the year ended December 31, 2017, and in our other filings with
the Securities and Exchange Commission. Moreover, we caution
against placing undue reliance on these statements, which speak
only as of the date they were made. Ryerson does not undertake any
obligation to publicly update or revise any forward-looking
statements to reflect future events or circumstances, new
information or otherwise.
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SOURCE Ryerson Holding Corporation