XML 35 R24.htm IDEA: XBRL DOCUMENT v3.25.3
Note 16 - Subsequent Event
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

16.

Subsequent Event:

 

On October 28, 2025, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Ryerson Holding Corporation, a Delaware corporation (Ryerson), and Crimson MS Corp., an Ohio corporation and a wholly owned subsidiary of Ryerson (Merger Sub). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the Merger), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Ryerson.

 

At the effective time of the Merger (the Effective Time), and upon consummation of the Merger, subject to the terms and conditions set forth in the Merger Agreement, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into and thereafter represent the right to receive that number of validly issued, fully paid and non-assessable shares of common stock, $0.01 par value per share, of Ryerson (Ryerson Common Stock) equal to 1.7105, rounded down to the nearest whole share and, if applicable, the cash amount to be paid in lieu of fractional shares.  Upon closing of the Merger, legacy Company shareholders will own approximately 37% of the combined company.

 

Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including (a) the adoption of the Merger Agreement by (i) a majority of the shareholders of the Company and (ii) a majority of the stockholders of Ryerson; (b) the Ryerson Common Stock issuable in connection with the Merger having been approved for listing on the New York Stock Exchange; (c) Ryerson’s registration statement on Form S-4 having become effective under the Securities Act of 1933; (d) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (e) the performance or compliance by the Company, Ryerson and Merger Sub with their respective covenants and agreements in all material respects or as otherwise specified in the Merger Agreement.