Title: ForwardLooking Statements
1Forward-Looking Statements
This presentation contains forward-looking
statements with respect to Gerdau AmeriSteel
Corporation, including its business operations,
strategy, financial performance, and condition.
Although management believes that the
expectations reflected in such forward-looking
statements are reasonable, such statements
involve risks and uncertainties. Actual results
may differ materially from those expressed or
implied by such forward-looking statements.
Factors that could cause actual results to differ
materially from expectations include, among other
things, risk relating to completing the
transaction, and general economic and market
factors, including demand for steel products,
availability and costs of electricity, natural
gas, and raw materials, government regulations
and trade policies affecting steel imports or
exports in Canada and the United States, and
other factors discussed in materials filed with
applicable securities regulatory authorities from
time to time.
2Transaction Summary
3Transaction Summary
Note All figures throughout this presentation
are in C unless otherwise stated. 1 Arrangements
have been made to squeeze out the minority
shareholders of AmeriSteel post-closing (included
in 74 ownership).
4Investment Highlights
5Investment Highlights Financial Impact
- Gerdau AmeriSteel will be one of the premier
North American steel companies, commanding an
improved valuation outlook
1 As at June 30, 2002 including 125 million of
convertible debentures. 2 For the 12-month period
ending June 30, 2002. 3 Based on annualized
EBITDA for the 6 months ending June 30,
2002. 4 Based on the 6 months ending June 30,
2002. 5 Measured as the standard deviation of
the change in EBITDA over the period from 1997 to
2001. 6 IBES estimate (includes effective tax
rate of 15). 7 Synergies excluded from 2002
EPS calculation.
6Gerdau AmeriSteel - Calculation of Implied Equity
Values
- On a consolidated basis, we believe that Gerdau
AmeriSteel should trade in a 5.18 to 6.75 per
share range, representing a 27 to 65 premium to
Co-Steels current share price
1 Based on a range of management estimates, see
slide 21. 2 Based on pro forma financial
statements as at June 30, 2002. 3 Co-Steels
current multiple based on a 4.08 share
price. 4 Converted at 0.65.
7Gerdau North America
8Gerdau North America Overview
- Gerdau North Americas operations include
AmeriSteel (Tampa, FL), MRM Holdings (Selkirk,
MB) and Courtice Steel Inc. (Cambridge, ON)
Gerdau North America
Management Others
100
100
87
13
MRM Holdings
AmeriSteel1
Courtice Steel Inc.
1 Owned through Gerdau USA.
9Gerdau North America Location of Facilities
- Gerdau North America has seven minimill steel
production facilities in Canada (2) and in the
Southeastern U.S. (5) - In addition, Gerdau North America has 26
downstream and specialty facilities located
throughout the Northeastern and Southeastern U.S.
10Gerdau North America Capacity
- Gerdau North America has an extensive network of
modern and efficient minimill melting and rolling
operations with capacity to accommodate
anticipated increases in demand and no expected
major capital expenditure requirements
1 Excludes Cartersville. 2 In December 2001,
Gerdau North America acquired the Cartersville
assets from Birmingham Steel for US49 million,
increasing merchant/structural capacity by
600,000 tons. 3 Based on run rate production
annualized for the month of June 2002.
11Gerdau North America Product Mix
- Gerdau North America has a balanced portfolio of
products, comprised of approximately 34
merchants, 32 rebar, 24 fabricated and other
downstream products, 8 special sections and 2
wire rod products
Product Mix1
1 As a percentage of 2001 Trade Shipments.
12Gerdau North America Historical Financial
Performance
- Gerdau North America has experienced relatively
stable revenue and EBITDA over the past three
years despite margin pressures attributed to
cyclical lows in the steel industry - The recent Section 201 decisions in the U.S. and
expected CITT rulings in Canada are expected to
have a positive impact on Gerdau North Americas
future results
Consolidated Revenue
Consolidated EBITDA
1 Unaudited results excluding Cartersville. 2 Pro
forma for the year ended December 31,
2001. 3 Annualized pro forma results for the 6
months ending June 30, 2002. Cartersville
included starting in the quarter ending June 30,
2002.
13Gerdau AmeriSteel
14Gerdau AmeriSteel Economies of Scale
- Gerdau AmeriSteel will have 6.8 million tons of
rolling capacity, making it the third largest
North American steel producer, and the second
largest North American long products producer - More importantly, Gerdau AmeriSteel will become
the fourth most profitable North American steel
producer on an EBITDA basis, excluding the
benefit of any synergies generated through the
combination
North American Steel Industry Capacity Analysis1
North American EBITDA Analysis (US)2
3rd largest
4th largest
1 Excludes companies in CCAA, Chapter 11 or
Chapter 7 proceedings. 2 EBITDA for the LTM
period ending June 30, 2002. US/C exchange
rate of 1.571 has been used.
15Gerdau AmeriSteel Economies of Scale
- Minimill Production and Capacity
- The transaction will create the second largest
North American minimill steel producer and a
world class competitor
1 Represents 50 ownership in facility. 2 Based
on run rate production annualized for the month
of June 2002.
16Gerdau AmeriSteel Product Diversification
- The significantly expanded network of 11 mills
will allow Gerdau AmeriSteel to serve the U.S.
and Canadian markets in a more effective and
efficient manner
17Gerdau AmeriSteel Downstream Integration
- Gerdau AmeriSteels mimimills will be integrated
with 29 downstream steel fabricating and
specialty product businesses - Approximately 18 total product shipments will be
in downstream and specialty products, increasing
profit margins and reducing earnings volatility
Co-Steel 2001 Product Mix 1
Gerdau AmeriSteel 2001 Product Mix 1
Shipments 2.4 million tons
Shipments 4.8 million tons
1 As a percentage of 2001 Trade
Shipments. 2 Co-Steel Other includes Epoxy
Rebar, Rounds Dowels.
18Gerdau AmeriSteel Cost Savings
- Management has conservatively estimated
approximately 35 million in near-term annual
cost savings, without any significant capital
expense, to be realized as a result of the
combination of Co-Steel and Gerdau North America - Additional synergies such as the adoption of best
operating practices and coordination of
manufacturing technologies have not been included
in the 35 million figure but are expected to
yield additional cost savings
19Gerdau AmeriSteel - Accretive Transaction
- Pro Forma 2002E Financial Performance
- Excluding any near-term cost savings, pro forma
2002E EBITDA is expected to be in a range between
310 million and 330 million
1 Based on June 30, 2002 pro forma financials. 2
Based on management estimates. 3 May not add
due to rounding.
20Gerdau AmeriSteel - Accretive Transaction
- 2003E Growth Expectations
- In fiscal 2003, Gerdau AmeriSteels growth is
expected to be derived from price and volume
increases resulting from Section 201 and CITT
case rulings as well as improved operating
efficiencies
1 Forecast EBITDA growth from 2002 to
2003. 2 Excluding synergies. 3 Based on
analyst estimates.
21Gerdau AmeriSteel - Accretive Transaction
- Pro Forma 2002E/2003E EPS
- Based on management forecasts for the remainder
of fiscal 2002, the proposed transaction is
expected to be 0.10 to 0.20 accretive on
consensus analyst 2002E EPS estimates of 0.10 - If the growth rate assumptions for 2003 are
applied to 2002E EBITDA, the implied pro forma
EPS is in a range between 0.80 to 0.94, or
approximately 14 to 34 accretive to consensus
2003E EPS of 0.70 - The effective tax rate used for 2003E is 30
versus the IBES estimate of 15
1 Based on 2002E forecast results and 2003
estimated growth. 2 2002E Net Earnings calculated
based on annualized 6 month pro forma
depreciation and interest expense for the period
ended June 30, 2002 and a blended 30 tax rate.
22Gerdau AmeriSteel Financial Strength
- The transaction will immediately reduce net
debt/LTM EBITDA (adjusted for non-recurring
items) from 8.1x to 3.8x1 on a pro forma basis
43 Decrease
1 Based on pro forma net debt and annualized
EBITDA for the 6 months ending June 30,2002. 2 As
at June 30, 2002. 3 Including 125 million of
convertible debentures and net of 1.5 million of
cash for Co-Steel and 13.1 million of cash for
Gerdau AmeriSteel. 4 Excluding 125 million of
convertible debentures. 5 Based on a pro forma
balance sheet as at June 30, 2002.
23Gerdau AmeriSteel Earnings Stability
- On a pro forma basis, Gerdau AmeriSteels larger
scale and higher margin products will provide
greater earnings stability - Over the 5 year period from 1997 to 2001, the
standard deviation of the change in EBITDA for
Gerdau North America has averaged 15 compared to
57 for Co-Steel
Standard Deviation on EBITDA1
1 Measured as the standard deviation of the
change in EBITDA from 1997 to 2001.
24Gerdau AmeriSteel Management
- Phil Casey - Chief Executive Officer and
President - CEO of AmeriSteel since 1994
- Chairman of Steel Manufacturers Association
- Over 15 years of experience in the steel industry
- André Bier Johannpeter - Chief Operating Officer,
Canada - Currently Corporate Executive Vice President of
Gerdau SA responsible for business operations in
North America - Over 23 years of experience working in a wide
range of areas for the Gerdau Group, including
sales, human resources, information technology,
and strategic planning - Mike Mueller - Vice President, US Operations
- Appointed VP, Steel Mill Operations at AmeriSteel
in 2001 after rejoining the company from Auburn
Steel where he served as CEO since 1998 - André Beaudry - Vice President, Marketing
- Joined AmeriSteel as Vice President, Mill Product
Sales in September 2001 - President of Gerdau Courtice Steel from 1998
until he joined AmeriSteel, and prior to that
held a number of management positions at Gerdau
Courtice Steel and Sidbec-Dosco - Tom Landa - Chief Financial Officer
- VP and CFO of AmeriSteel since April 1995
- 20 years of experience in various financial
management positions with Exxon Corporation and
its affiliates worldwide
25Gerdau AmeriSteel Board Composition
- The Board of Gerdau AmeriSteel will be comprised
of 4 Co-Steel directors and 5 Gerdau directors
Independent directors.
26Gerdau AmeriSteel Strong Sponsorship
- Gerdau S.A. Overview
- 101 years of tradition focused on steel
production - Installed capacity of 12 million tons of steel
under management - 22nd largest world steel producer (IISI)
- Largest Latin American long steel producer
- Distribution network with 70 sales points
- 5 service centers for flat steel
- 26 fabrication shops for civil construction
- 19 steel plants (10 in Brazil, 9 abroad)
- Shares listed on Brazilian stock exchanges since
1947 and on NYSE (ADRs) since 1999
27Gerdau AmeriSteel Strong Sponsorship
- Gerdau S.A. Installed Capacity
12 MILLION TONS PER YEAR
ABROAD 4.3 million tons of crude steel 4.0
million tons of rolled products
BRAZIL 7.9 million tons of crude steel 5.2
million tons of rolled products
(1) Rolling mill, 38 owned JV
28Gerdau AmeriSteel Strong Sponsorship
Gerdau S.A. Financial Summary
Output
Revenue
EBITDA
Net Income
29Gerdau AmeriSteel Strong Sponsorship
Gerdau S.A. Leverage Ratios
1 Excludes monetary and exchange rate variations.
30Gerdau AmeriSteel - Summary
- Financial Rationale
- Decreases Co-Steels leverage position
- Improves profit margin and reduces earnings
volatility - Creates significant cost synergies
- Highly accretive to Co-Steel shareholders
- Strategic Rationale
- Creates a leading North American steel company
- Complementary facilities create a leading long
products player in North America - Improves product mix and reduces earnings
volatility - Provides strong sponsorship of Gerdau SA
The transaction creates a better-positioned,
financially stronger industry leader in Gerdau
AmeriSteel
31Gerdau AmeriSteel Comparable Company Analysis1
- On a pro forma basis, Gerdau AmeriSteel compares
favourably with its industry peers
Capacity
Revenues
Flat rolled
EBITDA Margins
Net Debt to EBITDA
1 Financial results for the last twelve months
ending June 30, 2002. 2 Pro forma financial
results annualized for the six months ending June
30, 2002. 3 Assumes US615 million of incremental
debt to finance purchase of Birmingham Steel plus
the addition of US70 million of
EBITDA. 4 Assumes US175 million proceeds from
June 17, 2002 equity offering filing are used to
repay debt.
32Enhancing Shareholder Value
CONFIDENTIAL