Slide 1: Schedule 14A Soliciting Materials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Conf
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Slide 3: Ryerson posted the following presentation on its website
Ryerson Inc. posted the following presentation on its Internet website at www.ryerson.com:
Slide 4: Your Vote: Key Points to Consider
1 Your Vote: Key Points to Consider
Slide 5: Key Stockholder Meeting Dates
2 Key Stockholder Meeting Dates • August 23, 2007 – Annual Meeting to elect Directors • Expected October/November 2007 – Special Meeting to vote on Sale of Ryerson to Platinum Equity for $34.50 per share. To Preserve Your Right to Vote on the Sale to Platinum LATER, Vote the WHITE Card NOW
Slide 6: Ryerson Has Steadily Improved Financial Returns and in 1H 07 Exceeded Most Peers
Ryerson Has Steadily Improved Financial 3 Returns and in 1H 07 Exceeded Most Peers After Tax Return on Invested Capital¹ (LIFO companies adjusted to FIFO) 25.7% 15 1H 2007 10 ~ 22 20.2 20 5 18 16.4 0 16 1998 1999 2000 2001 2002 2003 2004 2005 2006 1H 14 (5) 2007 12.0 12 11.1 10.3 10.5 (10) 10 8.8 8.
Slide 7: Improving Performance Reflected in Ryerson's Stock Price
Improving Performance Has Also Been Reflected in 4 Ryerson’s Stock Price, Which Outperforms the Peer Group 350 Transaction w/Platinum Price = $34.50 300 250 Price = $25.09 200 150 100 50 0 Dec-03 Jul-04 Feb-05 Aug-05 Mar-06 Sep-06 Dec-06 Ryerson Peers S&P 500 $34.50 Peers include: A.M. Castle, Gibra
Slide 8: Timing is Appropriate to Consider a Sale
5 Timing is Appropriate to Consider a Sale • Industry volume has shown recent declines • Metal pricing at or near peak and softening • Many of the benefits of strategic initiatives have already been realized • Ryerson already performing better than most public competitors Now is the Right Time to se
Slide 9: The Board Followed a Deliberate and Exhaustive Process
The Board Followed a Deliberate and 6 Exhaustive Process to Determine the Best Outcome for Stockholders I. Board conducted a thorough, unbiased and public auction to attain the highest available price • 55 parties contacted (23 mills, 6 service centers, and 26 private equity) • Interested parties ha
Slide 10: Platinum Transaction Price Reflects a Premium to Unaffected Trading Range
7 The Platinum Transaction Price Reflects a Premium to Ryerson’s Unaffected Trading Range 40 37% 38% 35% 15% Platinum Transaction Price = $34.50 Premium Premium Premium Premium 34.50 34.96 35 29.97 30 25.21 25.09 25.47 25 20 16.64 13.85 15 10 7.66 5 0
Slide 11: Platinum's Price Compares Favorably with Other Metal Service Center Transactions
8 Platinum’s Price for Ryerson Compares Favorably with other Transactions in the Metal Service Center Industry 10.0 9.0 9.0 8.0 7.7 7.4 7.0 6.2 6.2 6.3 Median 5.9 6.0 6.0 5.7 5.2 4.9 5.0 Mean 5.5 4.0 4.0 3.5 3.0 2.0 1.0 0.0 Source: Based on reported financials adjusted for one-time items 1. Annualiz
Slide 12: Vote for the Ryerson Board: Vote ONLY the WHITE Card
9 Vote for the Ryerson Board: Vote ONLY the WHITE Card The Ryerson Directors: • Are accomplished executives with significant public board and management experience • Have consistently brought on new directors (5 in the last 4 years) to bring new insights and diligence • Are actively involved in guid
Slide 13: REJECT the Harbinger Slate: Do NOT Vote ANY on the GREEN Card
10 REJECT the Harbinger Slate: Do NOT Vote ANY on the GREEN Card • Harbinger has not stated a position on the sale to Platinum…they would have the right to terminate the deal without a shareholder vote…without YOUR vote • We believe Harbinger cannot improve upon the exhaustive auction and go shop pr
Slide 14: REJECT the Harbinger Slate: Proxy Advisory Firms Agree
Leading, independent proxy advisory firms 11 agree. After exhaustive review and analysis, they reject the majority slate proposed by Harbinger •The proposed Harbinger slate has "not presented any plan on how they would manage the company after assuming control ... makes it difficult to ascertain how
Slide 15: Vote FOR the Ryerson Board: Vote the WHITE CARD ONLY
12 Vote FOR the Ryerson Board: Vote the WHITE CARD ONLY Reject the Harbinger slate: Do NOT vote ANY GREEN CARDS
Slide 16: Questions or voting assistance: MacKenzie Partners
13 If you have any questions, require additional assistance with voting your WHITE proxy card, or need additional copies of proxy material, please call MacKenzie Partners at the phone numbers listed below MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016 Email: proxy@mackenziepartners.c
Slide 17: Addendums
14 Addendums @Rverson
Slide 18: Reconciliation of Certain Non-GAAP Items
15 Reconciliation of Certain Non-GAAP Items LTM ($mm) 1997 (1) 1998 (1) 1999 2000 2001 2002 2003 2004 2005 2006 1H 2007 6/30/2007 Operating Profit 133.1 96.0 97.0 (4.1) (76.0) (7.9) 3.4 99.7 232.9 183.9 139.3 202.7 Adjustments + Gain on Sale of Asset (8.9) (5.9) (1.8) - (1.3) (10.9) - (5.6) (6.6) (2
Slide 19: Reconciliation of Return on Invested Capital
16 Reconciliation of Return on Invested Capital ($mm, unless otherwise noted) 1997 (1) 1998 (1) 1999 2000 2001 2002 2003 2004 2005 2006 1H2007 FIFO EBIT (2) 102.6 48.7 90.8 13.5 (84.9) 17.7 31.7 371.2 147.3 356.1 197.5 Tax-Effected FIFO EBIT (3) 66.7 31.7 59.0 8.8 (55.2) 11.5 20.6 241.3 95.7 231.5 1
Slide 20: Safe Harbor Provision
17 Safe Harbor Provision During this presentation, we will make forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not l
Slide 21: Proxy Solicitation
18 Proxy Solicitation Important Information In connection with its proposed merger with an affiliate of Platinum Equity, LLC, Ryerson plans to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and a definitive proxy statement. The definitive proxy statement w
Slide 22: Use of non-GAAP Financial Information
19 Use of non-GAAP Financial Information The Company uses the LIFO method of inventory accounting in the U.S., which results in a better matching of costs and revenues than the FIFO method. To supplement its consolidated condensed financial statements presented on a GAAP basis, the company has provi