Business Services Industry
Harbinger Capital Partners Asks Stockholders: Do You Trust Ryerson's Board to Maximize Value?
Business Wire, August 15, 2007
NEW YORK -- Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, "Harbinger") today issued a Letter to Ryerson Inc.'s (NYSE: RYI) stockholders. This and other information related to Ryerson is accessible on the Internet at www.MaximizeRyersonValue.com. The following is the text of the letter to stockholders:
Dear Ryerson Stockholder:
Do you trust Ryerson's Board of Directors to maximize the value of your investment in Ryerson? As Ryerson's largest stockholder, holding over 9.5% of the stock, we do not. The company has tried any number of ways to mischaracterize our effort to elect a slate of independent and experienced directors. They have accused us of wanting to control the company. They have accused us wanting to prevent you from voting on the Platinum Equity transaction. In fact, however, our interests, and yours, are aligned: we each want to maximize the value of our investment in Ryerson. From a history of lackluster operating performance, to their embrace of an unreliable, below-market bid for the company, the Ryerson Board has again and again failed in this essential task.
The Current Ryerson Board Wants Stockholders To Help Them Save Face
CEO Neil Novich Wants You To Save His Job
Harbinger Wants To Ensure That All Stockholders
Receive Maximum Value For Their Shares And Are Protected
In A Period Of Heightened Volatility
We believe that the current Board and management team have consistently and repeatedly disregarded stockholder rights and failed to enhance value for the Company's stockholders. There is no hiding from the facts: Ryerson's performance, relative to steel and service center peers, has been dismal. While Ryerson is one of the leading metal service center companies in terms of revenues, management has been unable to translate that position into value for stockholders. Over the time period from 1998 to 2006 when Ryerson's stock price declined nearly 16%, the Service Center composite experienced a 267% gain. Ryerson's claimed "best measure of financial performance" ROIC of 12% for the first half of 2007 is less than their average weighted cost of capital of 11.5% to 14.5%. In other words, they destroy value for each dollar of invested capital!
We nominated a slate of independent directors with the experience and expertise to put Ryerson on the path to executing its strategic plan, improving operations and enhancing profitability. How did the Ryerson Board react?
* They delayed indefinitely the Annual Meeting, denying stockholders the right to vote for new leadership.
* They engaged in a strategic review process triggered not by market opportunities or operational demands, but by their desire to preserve the current management and avoid being fired by shareholders.
* While the market expressed confidence in the potential value of Ryerson by driving the stock price as high as $44.00 on May 9, 2007, they accepted a take-under bid that keeps management in place but pays stockholders only $34.50, for a discount of 1.3% to the closing price on the day before the announcement of the transaction and a 21.6% discount to the May 9 price.
* They defended their actions based on an analysis of fair value predicated on the same flawed execution and low performance hurdles that has made multi-millionaires of those individuals who have consistently failed to deliver value to stockholders.
* In an uncertain debt market, they signed an agreement for a leveraged buy-out that gives Platinum Equity the unilateral ability to walk from the deal by paying a $25 million reverse termination fee, leaving stockholders at risk for a broken transaction or renegotiation by Platinum Equity.
* They have denigrated our directors, attacking with particular venom the record of Eugene Davis, Daniel Dienst and Gerald Morris with Metals USA, Inc. But they cannot dispute the results: the sale price for Metals USA in the Apollo transaction represented a 95.9% compounded annual return from its emergence from bankruptcy in November 2002 to the announcement of the transaction in May 2005. During the same period, Ryerson's stock produced only about a third of that return.
* They have resorted to scare tactics, claiming that the election of the Harbinger nominees will result in the acceleration of the company's debt. However, we believe that the Ryerson board has the ability to prevent the acceleration of that debt by approving the election of the Harbinger nominees. If the incumbents would be willing to have the company's debt accelerate in order to preserve themselves in office, we believe that speaks volumes about how this board measures their own interests against those of the stockholders.
Blindly supporting the Platinum Equity offer may result in significant
value unrealized.
Ryerson has made much of the fact that we have not committed to supporting the Platinum Equity bid. Quite simply, we are not prepared to rubber stamp this transaction and leave the company's future in the hands of this Board. In a message to company employees after the announcement of the Platinum Equity transaction, CEO Neil Novich stated: "There will be an increased sense of urgency related to our financial performance. While our strategic direction will remain the same, there will be a growing emphasis on financial results." If there is value to be realized at Ryerson, why should Platinum Equity and Ryerson's management be the only investors to benefit from that value?
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