Ryerson–Olympic Steel merger: S-4 and proxy/prospectus planned

Rhea-AI Filing Summary

Olympic Steel filed a Rule 425 communication about a proposed merger with Ryerson. The companies plan to move forward with a Registration Statement on Form S-4, which will include a preliminary proxy statement for Olympic Steel and serve as a prospectus for Ryerson. The definitive proxy statement/prospectus will be mailed to Olympic Steel shareholders when available.

The communication emphasizes that it is not an offer to sell securities and that Ryerson may not sell common stock referenced in the materials until the S-4 becomes effective. It also includes a forward-looking statements caution and directs investors to review the definitive proxy statement/prospectus and related SEC filings on the SEC’s website or the companies’ investor pages.

Insights

M&A and Securities Disclosure Analyst

Procedural step in a proposed Ryerson–Olympic Steel merger; no terms disclosed; next key milestone is the S-4 effectiveness and definitive proxy mailing.

This communication confirms a proposed business combination between Olympic Steel and Ryerson and outlines the required SEC process. Ryerson will file a Form S-4 containing a preliminary proxy statement/prospectus for Olympic Steel shareholders, after which a definitive proxy/prospectus will be mailed once the S-4 is effective.

The document is primarily legal and procedural. It includes a standard forward-looking statement disclaimer and identifies that directors and officers of both companies may be deemed participants in the proxy solicitation. It references recent definitive proxy statements for management information dated March 28, 2025 (Olympic Steel) and March 5, 2025 (Ryerson).

What matters next is timing: effectiveness of the S-4, publication of the definitive proxy/prospectus, and the subsequent shareholder vote. Watch the SEC’s website for the S-4 filing and effectiveness notice, then the mailing of the definitive materials, which will provide the transaction terms, conditions, and expected timeline.

Filed by Olympic Steel, Inc.

Pursuant to Rule 425 Under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Olympic Steel, Inc.

Commission File No.: 0-23320

Ryerson – Olympic Steel Merger

Talking Points for Managers (Small Group Employee Meetings)

● This evening, in a joint public announcement, Ryerson Holding Company, known most commonly in the industry as simply “Ryerson,” and Olympic Steel announced their agreement to merge, which would make Olympic Steel a member of the Ryerson Family of Companies.

● Once we close, Olympic Steel will become a wholly owned subsidiary of Ryerson. We will still do business as Olympic Steel [or subsidiary brand name].

● I’m sure you have a lot of questions, which is why we are passing out a document with Frequently Asked Questions (FAQs).

● Let me assure you that, upon closing, your employer will continue to be Olympic Steel [or current subsidiary brand]. There are no plans to change your pay, benefits, job title, responsibilities and supervisor– nor are there plans to change our existing policies.

● Across Olympic Steel, it’s business as usual.

● Until we close, Olympic Steel and Ryerson will remain separate companies, meaning we must continue to act independently and not collaborate with Ryerson employees on anything related to the business, including not jointly interacting with customers or suppliers.

● Overall, this is great news for Olympic Steel and for all of us.

● Joining Ryerson means more resources and potentially more opportunities for us to grow here and into roles outside of our [department/division].

● Take some time to review the FAQ document, and if you have any questions, feel free to come see me.

● There’s still a lot of work in progress, because the merger won’t close until the first quarter of next year, subject to customary closing conditions and other approvals.

● We will share more information as it becomes available.

● Should anyone from outside of Olympic Steel reach out to you looking for information or a comment about the merger, direct them to our local Leadership Team or our Corporate Communications & Marketing department.

● None of us should comment. We have Corporate teams in place to respond to questions on behalf of the organization

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This communication includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as “may,” “will,” “anticipate,” “should,” “intend,” “expect,” “believe,” “estimate,” “project,” “plan,” “potential,” and “continue,” as well as the negative of these terms or similar expressions. These statements speak only as of the date of this communication and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements appear in a number of places in this communication and relate to, among other things, our intent, belief or current expectations with respect to the ability to complete the proposed merger of Olympic Steel and Ryerson on the anticipated terms and timeline; the effect of restructuring or reorganization of business components; our future financial condition, results of operations or prospects; our business and growth strategies; and our financing plans and forecasts. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation:

● the failure to obtain the requisite shareholder approval in connection with the transaction and the failure to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement;

● the failure to obtain governmental approvals of the transaction on the proposed terms and timeline, and any conditions imposed on the combined company in connection with consummation of the transaction;

● the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;

● disruption from the proposed transaction making it more difficult to maintain relationships with customers, partners, employees or suppliers;

● the risk that the proposed transaction may be less accretive than expected, or may be dilutive, and that the combined company may fail to realize the benefits expected from the merger;

● risks relating to any unforeseen liabilities of Olympic Steel or Ryerson; and

● other factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 under Item 1A, “Risk Factors.”

Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected or planned. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to republish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof, except as otherwise required by law. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K and 10-K filed with the Securities and Exchange Commission.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made in respect of a proposed business combination involving Olympic Steel and Ryerson. In connection with the proposed transaction, Ryerson will file with the SEC a Registration Statement on Form S-4 that includes a preliminary proxy statement of Olympic Steel and that will also constitute a prospectus of Ryerson. The information in the preliminary proxy statement/prospectus is not complete and may be changed. Ryerson may not sell the common stock referenced in the preliminary proxy statement/prospectus until the Registration Statement on Form S-4 filed with the SEC becomes effective. The preliminary proxy statement/prospectus and this communication are not offers to sell Ryerson securities, are not soliciting an offer to buy Ryerson securities in any state where the offer and sale is not permitted and are not a solicitation of any vote or approval. The definitive proxy statement/prospectus will be mailed to shareholders of Olympic Steel.

RYERSON AND OLYMPIC STEEL URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Ryerson (when they become available) may be obtained free of charge on Ryerson’s website at www.ryerson.com or by directing a written request to Investor Relations, Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606. Copies of documents filed with the SEC by Olympic Steel (when they become available) may be obtained free of charge on Olympic Steel’s website at www.olysteel.com or by directing a written request to Olympic Steel, Inc., 22901 Millcreek Blvd., Suite 650, Highland Hills, Ohio 44122.

PARTICIPANTS IN SOLICITATION

Each of Olympic Steel, Ryerson and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of Olympic Steel’s shareholders in connection with the proposed transaction is set forth in the proxy statement/prospectus described above filed with the SEC. Additional information regarding Olympic Steel’s executive officers and directors is included in Olympic Steel’s definitive proxy statement, which was filed with the SEC on March 28, 2025. Additional information regarding Ryerson’s executive officers and directors is included in Ryerson’s definitive proxy statement, which was filed with the SEC on March 5, 2025. You can obtain free copies of these documents using the information in the paragraph immediately above.

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FAQ

What did Olympic Steel (ZEUS) announce in this communication?

It provided a Rule 425 update on a proposed merger with Ryerson and outlined next steps involving a Form S-4 with a proxy/prospectus.

Will securities be sold as part of this communication?

No. It is not an offer to sell, and Ryerson may not sell the referenced common stock until the S-4 is declared effective.

What will shareholders of Olympic Steel receive?

A definitive proxy statement/prospectus will be mailed to Olympic Steel shareholders when available.

Where can investors find the merger documents?

On the SEC’s website (www.sec.gov) and on Ryerson’s (www.ryerson.com) and Olympic Steel’s (www.olysteel.com) investor pages.

Who may be participants in the proxy solicitation for ZEUS?

Directors, executive officers, and certain employees of both companies, with details in the proxy statement/prospectus and in definitive proxies filed on March 28, 2025 (Olympic Steel) and March 5, 2025 (Ryerson).