Ryerson and Olympic Steel Announce Merger Agreement
Ryerson (NYSE: RYI) and Olympic Steel (NASDAQ: ZEUS) entered a definitive merger agreement to create the second-largest North American metals service center, with closing expected in Q1 2026 subject to regulatory and shareholder approvals.
The transaction will use a share exchange of 1.7105 Ryerson shares per Olympic Steel share, leaving Olympic shareholders with about 37% ownership of the combined company. The companies forecast approximately $120 million of annual synergies by the end of year two and expect the deal to be immediately accretive with a pro‑forma leverage ratio of less than 3.0x assuming partial synergy credit.
Ryerson (NYSE: RYI) e Olympic Steel (NASDAQ: ZEUS) hanno stipulato un accordo definitivo di fusione per creare il secondo maggiore centro di servizi di Metalli in Nord America, con chiusura prevista nel Q1 2026 soggetto ad approvazioni regolatorie e degli azionisti.
La transazione utilizzerà uno scambio azionario di 1,7105 azioni Ryerson per ogni azione Olympic Steel, lasciando agli azionisti di Olympic una partecipazione di circa 37% nella società combinata. Le aziende prevedono circa $120 milioni di sinergie annuali entro la fine del secondo anno e si aspettano che l'operazione sia immediatamente accrescitiva con un parametro di leva pro‑forma inferiore a 3,0x presumendo credito per sinergie parziali.
Ryerson (NYSE: RYI) y Olympic Steel (NASDAQ: ZEUS) firmaron un acuerdo definitivo de fusión para crear el segundo mayor centro de servicios de metales de América del Norte, con cierre previsto en el Q1 de 2026 sujeto a aprobaciones regulatorias y de los accionistas.
La operación utilizará un canje de acciones de 1,7105 acciones de Ryerson por cada acción de Olympic Steel, dejando a los accionistas de Olympic con aproximadamente un 37% de propiedad de la empresa combinada. Las compañías pronostican unas sinergias anuales de aproximadamente $120 millones para el final del segundo año y esperan que el acuerdo sea de inmediato accretivo con una relación de apalancamiento pro forma de menos de 3,0x asumiendo crédito por sinergias parciales.
라이러슨(Ryerson) (NYSE: RYI)와 올림픽 스틸(Olympic Steel) (NASDAQ: ZEUS)은 북미에서 두 번째로 큰 금속 서비스 센터를 만들기 위한 확정 인수 합의에 도달했으며, 2026년 1분기에 마무리될 예정이며 규제 및 주주 승인에 따라 달라집니다.
거래는 올림픽 스틸 주식 1주당 라이러슨 주식 1.7105주의 주식 교환을 사용할 것이며, 이로써 올림픽 주주는 합병 회사의 지분 약 37%를 갖게 됩니다. 양사는 2년 말까지 연간 시너지 약 $120백만를 전망하고, 부분 시너지 크레딧을 가정할 때 프로포르마 레버리지 비율이 3.0배 미만으로 즉시 주주 가치에 기여할 것으로 기대합니다.
Ryerson (NYSE: RYI) et Olympic Steel (NASDAQ: ZEUS) ont signé un accord définitif de fusion afin de créer le deuxième centre de services de métaux en Amérique du Nord, avec une clôture prévue au T1 2026 sous réserve des approbations réglementaires et des actionnaires.
L'opération utilisera un échange d'actions de 1,7105 actions Ryerson pour chaque action Olympic Steel, laissant les actionnaires d'Olympic environ 37% de propriété de l'entreprise réunie. Les entreprises prévoient environ $120 millions de synergies annuelles d'ici la fin de la deuxième année et s'attendent à ce que l'accord soit immédiatement accroisseur avec un ratio de levier pro forma inférieur à 3,0x en supposant un crédit de synergie partielle.
Ryerson (NYSE: RYI) und Olympic Steel (NASDAQ: ZEUS) haben eine endgültige Fusionsvereinbarung getroffen, um das zweitgrößte nordamerikanische Metalls-Service-Center zu schaffen, wobei der Abschluss voraussichtlich im Q1 2026 erfolgt, vorbehaltlich behördlicher und aktienrechtlicher Genehmigungen.
Die Transaktion wird einen Aktientausch von 1,7105 Ryerson-Aktien pro Olympic Steel-Aktie verwenden, wodurch die Aktionäre von Olympic etwa 37% des Eigentums an dem zusammengeschlossenen Unternehmen halten. Die Unternehmen erwarten bis zum Ende des zweiten Jahres Gesamtsynergien von ca. $120 Millionen pro Jahr und gehen davon aus, dass der Deal sofort meliorativ wirkt mit einem Pro-Forma-Fremdkapitalgrad von weniger als 3,0x bei Annahme eines teilweisen Synergie-Guthabens.
Ryerson (NYSE: RYI) و Olympic Steel (NASDAQ: ZEUS) دخلا في اتفاق اندماج نهائي لخلق ثاني أكبر مركز خدمات معدنية في أمريكا الشمالية، مع إغلاق متوقع في الربع الأول من 2026 رهناً بالموافقات التنظيمية وموافقات المساهمين.
ستستخدم الصفقة تبادلاً للأسهم قدره 1.7105 سهم Ryerson مقابل كل سهم Olympic Steel، مما يترك للمساهمين في Olympic نحو 37% من ملكية الشركة المدمجة. وتتوقع الشركات نحو $120 مليون من التآزر السنوي بحلول نهاية السنة الثانية وتتوقع الصفقة أن تكون صفقة مُكماة فورياً مع نسبة ربحية برو-فورما أقل من 3.0x مع افتراض رصيد التآزر الجزئي.
Ryerson (NYSE: RYI) 与 Olympic Steel (NASDAQ: ZEUS) 达成了一项明确的并购协议，以创建北美第二大金属服务中心，预计在 2026年第一季度 完成，需获得监管和股东批准。
交易将采用每股 Olympic Steel 1.7105 股 Ryerson 的股票换股，将使 Olympic 股东持有约 37% 的综合公司股权。两家公司预计在两年末实现约 $120 million 的年度协同效应，并预计该交易将立即产生增厚效应，前提是部分协同性信用的前提下，综合杠杆比率为 低于 3.0x。
- $120M projected annual synergies by end of year two
- Olympic shareholders to receive 1.7105 Ryerson shares per share
- Combined company expected to be immediately accretive
- Pro‑forma leverage forecasted at <3.0x assuming synergies
- Closing subject to regulatory and shareholder approvals, creating timing/approval risk
- Deal expected to close in Q1 2026, exposing integration/timing uncertainty
- Olympic shareholders to own ~37% of combined company, diluting existing ownership mix
Insights
Ryerson and Olympic Steel agreed to merge, targeting $120 million annual synergies and closing in
Ryerson will acquire a combined operating scale by issuing 1.7105 shares per Olympic Steel share, leaving Olympic shareholders with approximately
The combination’s near-term financial dependencies are explicit: realization of the
Under the terms of the merger agreement, Olympic Steel shareholders will receive 1.7105 Ryerson shares of common stock for every Olympic Steel share of common stock owned and will own approximately
As part of the transaction, Michael D. Siegal, Executive Chairman of Olympic Steel's Board of Directors, will be appointed chairman of the Board of Directors ("Board") of the combined company, and Olympic Steel will also appoint three other mutually satisfactory directors to the combined 11-member Board. Eddie Lehner, President and Chief Executive Officer ("CEO") of Ryerson, will serve as CEO of the combined company, with Richard T. Marabito, CEO of Olympic Steel, serving as President and Chief Operating Officer.
Eddie Lehner said, "This merger represents an immensely attractive and unique opportunity for Ryerson and Olympic Steel as it combines our two organizations, which couldn't be more complementary and synergistic around the products, services, footprint, and customer experience that will enhance our market presence while adding significant value to our stakeholders. The combination of our organizations will further scale the digital investments that Ryerson has made to bring Olympic Steel's capabilities and formidable expertise into a larger network and provide our customers with greater network density, faster lead times, and a wider array of custom solutions from pick-pack-and-ship to finished parts. We believe this merger presents our shareholders with increased earnings potential in the form of accretive margins, strong cash flows, and compelling synergies. I have known Michael Siegal, Rick Marabito, Andrew Greiff, and Rich Manson for many years and have the deepest respect and admiration for the exceptional organization they have created and cultivated. I could not be more optimistic and energized about the merging of our two companies with a combined 255 years of industrial metals service center experience. I look forward to working with Rick and the entire Olympic Steel organization with shared mission, passion, and purpose to unite our teams in reaching our vast potential together."
"We are very excited about the combination of Ryerson and Olympic Steel and the trajectory of the business going forward," added Steve Larson, Chairman of Ryerson's Board. "We look forward to welcoming Michael and the additional Olympic directors to the already strong Ryerson board. They bring a wealth of experience and perspective that will be invaluable as we work together to ensure the full potential of the combined business is realized."
Rick Marabito said, "We are thrilled to merge with Ryerson and for all of the opportunities that becoming a
Michael Siegal added, "This is a significant milestone for the business my father and uncle started more than 70 years ago. We went from private to public in 1994, and now we enthusiastically take this next step to accelerate Olympic Steel's continued growth. Ryerson is a well-respected company with more than 180 years of history and a values-based culture much like our own. We fully endorse this next chapter for Olympic Steel and our stakeholders."
Ryerson and Olympic Steel will discuss the announced merger agreement on Wednesday, October 29th at 10 a.m. Eastern Time in a joint conversation. This conversation will take place on Ryerson's third quarter 2025 earnings call following the Company's prepared financial comments. The online broadcast will be available on Ryerson's Investor Relations website, ir.ryerson.com.
|
Ryerson Holding Corporation's Third Quarter |
|
|
2025 Earnings Call Details: |
|
|
|
|
|
DATE: |
Wednesday, October 29, 2025 |
|
TIME: |
10:00 a.m. ET / 9:00 a.m. CT |
|
DIAL-IN: |
800-330-6710 ( |
|
CONFERENCE ID: |
1257397 |
Advisors
J.P. Morgan is acting as Ryerson's exclusive financial advisor, and Willkie Farr & Gallagher LLP is acting as Ryerson's legal counsel on the transaction.
KeyBanc Capital Markets is acting as Olympic Steel's financial adviser and provided a fairness opinion, Houlihan Lokey provided a fairness opinion, and Jones Day is acting as Olympic Steel's legal counsel on the transaction.
About Ryerson
Ryerson is a leading value-added processor and distributor of industrial metals, with operations in
About Olympic Steel
Founded in 1954, Olympic Steel (Nasdaq: ZEUS) is a leading
FORWARD-LOOKING STATEMENTS
This communication contains certain "forward-looking statements" within the meaning of federal securities laws. Forward-looking statements may be identified by words such as "anticipates," "believes," "could," "continue," "estimate," "expects," "intends," "will," "should," "may," "plan," "predict," "project," "would" and similar expressions. Forward-looking statements are not statements of historical fact and reflect Ryerson's and Olympic's current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the proposed transaction involving Ryerson and Olympic, including future financial and operating results, Ryerson's and Olympic's plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the proposed transaction, and other statements that are not historical facts. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Ryerson and Olympic Steel shareholder approvals; the risk that Ryerson and Olympic may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk that a condition to the consummation of the proposed transaction may not be satisfied; the risk of delays in completing the proposed transaction, including as related to any government shutdown; the risk that the businesses will not be integrated successfully or will be more costly or difficult than expected; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected or that the proposed transaction may be less accretive than expected; the risk that the merger will not provide shareholders with increased earnings potential; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Ryerson's or Olympic Steel's common stock; the risk of litigation related to the proposed transaction; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; adverse economic conditions; highly cyclical fluctuations resulting from, among others, seasonality, market uncertainty, and costs of goods sold; each company's ability to remain competitive and maintain market share in the highly competitive and fragmented metals distribution industry; managing the costs of purchased metals relative to the price at which each company sells its products during periods of rapid price escalation or deflation; customer, supplier and competitor consolidation, bankruptcy or insolvency; the impairment of goodwill that could result from, among other things, volatility in the markets in which each company operates; the impact of geopolitical events; future funding for postretirement employee benefits may require substantial payments from current cash flow; the regulatory and other operational risks associated with our operations located outside of
Forward-looking statements are based on the estimates and opinions of management as of the date of this communication; subsequent events and developments may cause their assessments to change. Neither Ryerson nor Olympic Steel undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law and they specifically disclaim any obligation to do so. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
NO OFFER OR SOLICITATION
This communication is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Ryerson and Olympic Steel intend to file a joint proxy statement with the SEC and Ryerson intends to file with the SEC a registration statement on Form S-4 that will include the joint proxy statement of Ryerson and Olympic Steel and that will also constitute a prospectus of Ryerson. Each of Ryerson and Olympic Steel may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Olympic Steel or Ryerson may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Ryerson and Olympic Steel. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OLYMPIC, RYERSON, AND THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Olympic Steel, Ryerson and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Ryerson may be obtained free of charge by directing a request by mail to Ryerson's Corporate Secretary at Ryerson Holding Corporation, Attention: Secretary, 227 W. Monroe St., 27th Floor,
PARTICIPANTS IN THE SOLICITATION
Olympic Steel, Ryerson and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed transaction. Information about Olympic's directors and executive officers is available in Olympic Steel's proxy statement dated March 28, 2025 for its 2025 Annual Meeting of Shareholders. Information about Ryerson's directors and executive officers is available in Ryerson's proxy statement dated March 5, 2025, for its 2025 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement on Form S-4, including the joint proxy statement/prospectus, and all other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the registration statement on Form S-4, including the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
View original content to download multimedia:https://www.prnewswire.com/news-releases/ryerson-and-olympic-steel-announce-merger-agreement-302597510.html
SOURCE Ryerson Holding Corporation
FAQ
What are the merger terms between Ryerson (RYI) and Olympic Steel (ZEUS)?
When is the Ryerson and Olympic Steel merger expected to close?
How much synergy does the Ryerson–Olympic Steel deal target and by when?
Will the Ryerson–Olympic Steel merger affect leverage for the combined company?
Who will lead the combined company after the Ryerson and Olympic Steel merger?
Where can investors watch the Ryerson and Olympic Steel announcement discussion?
