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Gerdau Ameristeel to Acquire Sheffield Steel

April 6, 2006 — Gerdau Ameristeel Corp.’s U.S. operating subsidiary, Gerdau Ameristeel US Inc., has entered into a definitive agreement to acquire all of the outstanding shares of Sheffield Steel Corp. of Sand Springs, Okla.

Sheffield Steel is a minimill producer of long steel products, primarily rebar and merchant bars with annual shipments of approximately 550,000 tons of finished steel products.

Sheffield operates a meltshop and rolling mill in Sand Springs, Okla., as well as a smaller rolling mill in Joliet, Ill., and three downstream steel fabricating facilities in Kansas City and Sand Springs.

Subject to adjustments at closing, the purchase price for all of the shares of Sheffield is expected to be approximately $76 million in cash plus the assumption of approximately $94 million of debt and certain long-term liabilities, net of cash. Gerdau Ameristeel has sufficient cash on hand to fully fund the transaction and no additional debt will be incurred.

“This transaction is a positive outcome for Sheffield Steel, our employees, and the communities we operate in because of the excellent reputation and financial strength of Gerdau Ameristeel,” commented James Nolan, President and CEO of Sheffield Steel. “Under the leadership of Gerdau Ameristeel, the combined organization will have additional resources and capabilities with which to service our existing customers as well as the expanding southwestern markets.”

“The combination of the Sheffield team with Gerdau Ameristeel is a dynamic step in the continuing consolidation and revitalization of the North American long product steel sector,” commented Mario Longhi, President and CEO of Gerdau Ameristeel. “The addition of the Sheffield people, resources and assets will expand Gerdau Ameristeel’s primary rebar markets to the Southwest United States.”

The transaction, which is subject to Sheffield shareholder approval, satisfactory completion of anti-trust and applicable regulatory reviews and other customary closing conditions, is expected to close in the second quarter of 2006.


Gerdau Ameristeel is the second-largest minimill steel producer in North America with annual manufacturing capacity of over 8.4 million tons of mill-finished steel products. Through its vertically integrated network of 15 mini-mills (including one 50% owned mini-mill), 17 scrap recycling facilities and 43 downstream operations, Gerdau Ameristeel primarily serves customers in the eastern two thirds of North America. The company's products are generally sold to steel service centers, steel fabricators, or directly to original equipment manufacturers for use in a variety of industries, including construction, cellular and electrical transmission, automotive, mining and equipment manufacturing.

Sheffield Steel is a minimill producer of SBQ and MBQ hot-rolled bar products, concrete reinforcing bar and fabricated products, including fabricated rebar, steel fence posts and railroad track spikes. The company's headquarters and largest manufacturing facility is located in Sand Springs, Okla., where it has an annual billet-making capacity of 650,000 tons. It also has a rolling mill in Joliet, Ill., two fabrication shops in the Kansas City area, and a railroad spike producer in Sand Springs, Okla. Sheffield also owns the Sand Springs Railway, which connects the Sand Springs industrial corridor to Tulsa, Okla.

Lane Berry & Co. International, LLC acted as financial advisor to the Special Committee of Sheffield Steel and provided a fairness opinion to the Board of Directors of Sheffield Steel in connection with the transaction.