| FORT WAYNE, INDIANA, October 18, 2005 —Steel Dynamics, Inc.
(NASDAQ:STLD)(“SDI”), and Roanoke Electric Steel Corporation (NASDAQ:
RESC) (“Roanoke”), have announced the execution of a definitive
agreement of merger (the “Merger Agreement”) pursuant to which SDI will
acquire Roanoke.
Pursuant to the Merger Agreement, which has been unanimously approved
by the Roanoke Board of Directors, Roanoke stockholders will receive a
fixed consideration equal to 0.4 shares of SDI common stock and $9.75 in
cash for each share of Roanoke stock outstanding at the effective time
of the merger. At SDI’s closing price of $28.77 on October 17, 2005, the
per share consideration to Roanoke is $21.26, a 13.7% premium to
Roanoke’s closing price on the same day. The actual value of the per
share consideration to Roanoke stockholders at the effective time of the
merger, however, will depend on the value of SDI’s common stock at the
effective time of the merger. The aggregate consideration includes the
assumption of net debt, which totaled $41 million as of July 31, 2005.
Completion of the merger is subject to approval by Roanoke’s
stockholders, regulatory approval, including antitrust approval, and the
satisfaction or waiver of customary conditions. The Merger Agreement
contains certain termination rights for both parties and further
provides for a termination fee to SDI of $7.5 million plus expenses if
the transaction is terminated under certain circumstances.
“This combination further diversifies SDI’s product offering,
provides additional penetration of the joist, truss and girder markets
and provides SDI with its first foray into the processed raw materials
arena,” said Keith Busse, SDI’s President and CEO. “The combination
will enable us to broaden our geographic presence and strengthen our
relationships with customers. We plan to invest $50 – $80 million to
improve and upgrade Roanoke’s facilities after the transaction closes.”
”Steel Dynamics is a fast-growing, respected leader in the domestic
steel industry with first-rate operations, an outstanding safety record,
a diverse product line and a large customer base,” said Donald G.
Smith, Chairman and CEO of Roanoke Electric Steel. “This agreement is
the best fit for our organization and is the best outcome to secure the
long-term success of Roanoke Electric Steel.”
“The steel industry is undergoing significant change,” added T. Joe
Crawford, Roanoke Electric Steel President and COO. “For us to remain
competitive in the future while building on our 50-year heritage of
quality and service, it’s in the best interest of our customers,
dedicated employees, and shareholders to join SDI and its enviable
record of success.”
Smith, who previously had announced his intentions to retire from
Roanoke Electric Steel in February 2006 after 48 years of service, will
retire upon the closing of the transaction. Crawford will serve as Vice
President and General Manager – Roanoke Electric Steel Division. Tim
Duke will serve as Vice President of SDI and will remain President of
Steel of West Virginia Inc., which will be a subsidiary of SDI.
Morgan Stanley served as financial advisor to SDI and Barrett &
McNagny and McDermott Will & Emery provided legal advice. Jefferies
& Company served as financial advisor to Roanoke and McGuireWoods
and Woods Rogers provided legal advice on behalf of Roanoke.
Founded in 1993, Steel Dynamics operates three steelmaking
mini-mills, which produce a wide range of steel products, including
flat-rolled products, such as hot-rolled, cold-rolled and coated steels;
wide-flange beams and H-piling; rail; and special-bar-quality round
bars. SDI also produces joist and decking products for the
non-residential construction markets in two fabrication facilities.
Roanoke Electric Steel Corporation has steel manufacturing facilities
in Roanoke, Virginia and Huntington, West Virginia, producing angles,
rounds, flats, channels, beams, special sections and billets, which are
sold to steel service centers, fabricators, original equipment
manufacturers and other steel producers. Four subsidiaries are involved
in various steel-related activities, consisting of scrap processing and
bar joists and truck trailer beam fabrication.
The merger will increase SDI’s total steel making capability to approximately 5.2 million tons.
Steel Dynamics has previously scheduled a conference call and webcast
for October 20, 2005, at 11 a.m. Eastern time with respect to its third
quarter results. Immediately following SDI’s Q3 earnings call, the
management teams from both SDI and Roanoke will host a discussion of the
proposed merger. The call can be accessed at (719) 457-2728 with
conference call ID #4943926. A live webcast of the call will also be
provided at www.steeldynamics.com. For those unable to listen to the live conference call, a webcast archive will also be available on Steel Dynamics’ website.
Steel Dynamics intends to file a registration statement on
Form S-4, and Steel Dynamics and Roanoke intend to file a related proxy
statement/prospectus, in connection with the merger transaction
involving Steel Dynamics and Roanoke. Investors and security holders are
urged to read the registration statement on Form S-4 and the related
proxy statement/prospectus when they become available because they will
contain important information about the merger transaction. Investors
and security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the SEC’s
web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents
filed with the SEC by Steel Dynamics by contacting Steel Dynamics
Investor Relations at (260) 459-3553. Investors and security holders may
obtain free copies of the documents filed with the SEC by Roanoke by
contacting Roanoke Investor Relations at (540) 342-1831.
Roanoke, Steel Dynamics and their directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the stockholders of Roanoke in connection with the merger
transaction. Information regarding the special interests of these
directors and executive officers in the merger transaction will be
included in the registration statement of Steel Dynamics and proxy
statement/prospectus of Steel Dynamics and Roanoke described above.
Additional information regarding the directors and executive officers of
Steel Dynamics is also included in the Steel Dynamics proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the
SEC on April 4, 2005. Additional information regarding the directors and
executive officers of Roanoke is also included in Roanoke’s proxy
statement for its 2005 Annual Meeting of Stockholders, which was filed
with the SEC on December 21, 2004. These documents are available free of
charge at the SEC’s web site at www.sec.gov and from Investor Relations at Steel Dynamics and Roanoke as described above.
Overview of Key Statistics
| |
Steel Dynamics |
Roanoke Electric Steel |
| Year Founded |
1993 |
1955 |
| Headquarters |
Fort Wayne, IN |
Roanoke, VA |
| Employees |
1,791 |
1,665 |
| CEO |
Keith Busse |
Donald Smith |
| Products |
Flat Rolled Steel
Structural
SBQ Bar
Rail
Steel Joists & Decking
Scrap Substitutes |
Merchant Bar
Specialty Shapes
Billets
Steel Joists
Reinforcing Bars |
| End Markets |
Automotive
Construction
Commercial Industries
Transportation
Industrial Machinery
Railroad
Agricultural Equipment
Steel Fabrication
Repair and Maintenance
Non-residential Contractors |
Construction
Steel Service Centers
OEM’s
Truck Trailer
Industrial Lift Trucks
Guardrail Posts
Steel Manufacturing
Other |
| Number of Locations |
6 |
8 |
| Ticker |
NASDAQ: STLD |
NASDAQ: RESC |
| Market Capitalization (As of 10/17/05) |
$1,239MM |
$208MM |
| Capacity (MM tons) |
4.2 |
1.0 |
| Revenue(1) |
$2,352MM |
$558MM |
| Net Income(1) |
$308MM |
$39MM |
| Total Assets(1) |
$1,736MM |
$311MM |
Forward Looking Statements
|