Steel Dynamics intends to file a registration statement on Form S-4, and Steel Dynamics and Roanoke intend to file a related proxy statement/prospectus, in connection with the merger transaction involving Steel Dynamics and Roanoke . Investors and security holders are urged to read the registration statement on Form S-4 and the related proxy statement/prospectus when they become available because they will contain important information about the merger transaction . Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Steel Dynamics by contacting Steel Dynamics Investor Relations at (260) 459-3553. Investors and security holders may obtain free copies of the documents filed with the SEC by Roanoke by contacting Roanoke Investor Relations at (540) 342-1831.

Roanoke, Steel Dynamics and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Roanoke in connection with the merger transaction . Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the registration statement of Steel Dynamics and proxy statement/prospectus of Steel Dynamics and Roanoke described above. Additional information regarding the directors and executive officers of Steel Dynamics is also included in the Steel Dynamics proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2005. Additional information regarding the directors and executive officers of Roanoke is also included in Roanoke's proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on December 21, 2004. These documents are available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at Steel Dynamics and Roanoke as described above.

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	Forward Looking Statements

 

This document contains predictive statements about future events, including statements related to this acquisition, the planned closing thereof, and the potential future financial and other benefits to the company as a result of operating this or any other acquired facilities and selling the related products . These statements are intended to be made as “forward -looking,” subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. Such predictive statements are not guarantees of future performance, and actual results could differ materially from current expectations . The company does not assume any obligation to update these statements in a news release or otherwise should material facts or circumstances change in ways that would affect their accuracy .

The company refers you to a detailed explanation of the many factors and risks that may cause such predictive statements to turn out differently, as set forth in Steel Dynamics’ December 31, 2004 Annual Report on Form 10-K under the “Special Note Regarding Forward Looking Statements” heading and in the section on “Risk Factors,” as well as in other reports which the company from time to time files with the Securities and Exchange Commission . These reports are available publicly on the SEC’s Web site, www.sec.gov and on the company’s Web site, www.steeldynamics .com.

There are also customary uncertainties and conditions that could affect the timing and closing of this transaction .

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	Overview of Roanoke Electric Steel

 

 

		Business Overview		Product		End Markets
		Operations include two steel mini-mills and a variety of fabrication facilities as well as two scrap processing facilities		Merchant Bar		Construction, Steel Service Centers, OEM’s, Other
		Melt shop capacity of 1.03MM tons per year
		Rolling mill capacity of 0.73MM tons per year		Specialty shapes		Truck Trailer, Industrial Lift Trucks, Guardrail Posts, Other
		Customers include service centers, joist manufacturers and OEMs
		Services the continental U.S. with a concentration in an area from Maine to Florida and east of the Mississippi River		Bar Joists and Rebar		Construction
		1,665 employees across eight locations		Billets		Steel Manufacturing

Roanoke Electric Steel
Roanoke Electric		Shredded Products		John W. Hancock		Socar Inc.		Steel of West
Steel		Corporation		Inc.		Steel Joists		Virginia Inc. –
Merchant Bar, Light Structural, Billets		Scrap Shredding and Processing		Steel Joists		Florence, SC and Continental, OH		Sections, Beams, Merchant Fabricated Products
Roanoke, VA		Montvale, VA and Rocky Mount, VA		Roanoke, VA				Huntington, WV
								Marshall Steel
								Fabricated Truck Trailer Beams
								Memphis, TN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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	FY04 Roanoke Revenue Breakdown

Revenue by Product		End Markets

 

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	Overview of Roanoke’s Historical Financial Performance

Net Sales		Net Income
$MM		$MM

 

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	Overview of Roanoke Electric Steel Products

Angles		Rounds		Billets

Joists		Channels		Flats

 

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	Overview of Steel of West Virginia Products

	Located in Huntington, West Virginia, this operation produces special shapes for a variety of industries
	Also produces merchant steel shapes including Wide Flange Beams, Standard Beams and Structural Channels

		Products

	Truck Trailer Crossmembers
			Structural, load carrying components supporting the floor of the truck body or trailer
	Off Highway Components
			Used in the fabrication of frames and frame weldments
	Industrial Truck — Masts
			Significantly reduces manufacturing costs by reducing material weight and in-plant operations
	Merchant Sections
			Sold to steel service centers and distributors
			Guardrail Posts
			Structural posts used in the highway safety industry
			Mining Materials
			Includes rails and mine ties

 

 

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	Overview of Joist and Shredded Products

Joist Products

Socar, Inc.
		Long and short-span steel joists and joist girders
		Custom configurations such as super long span joists, bowstring trusses, piggy-back trusses, and other
John W. Hancock, Jr., Inc.
		Open Web K-Series, Longspan LH-Series, Deep Longspan DLH-Series joists

Shredded Products

		Automobile shredding facility and scrap processing operation
		Separation of ferrous and non-ferrous metals
		Supplies Roanoke Electric Steel with almost all of the ferrous material as raw materials
		Non-ferrous metals are sold to unrelated customers

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	Roanoke Strategic Fit

	Overview of Strategic Fit by Business
	Roanoke Electric Steel
		Provides new product lines for Steel Dynamics
		Complements Steel Dynamics’ existing SBQ operations
		Provides a source of merchant bar products for the existing New Millennium joist operations
	Steel of West Virginia
		Expands Steel Dynamics’ product offering as it allows Steel Dynamics to enter new markets
		Business will continue to operate as a standalone entity
	Joist Operations
		Provides additional penetration of standard and specialty joist markets
				Significant market opportunity for Steel Dynamics
		Consolidation of specialty joist production at Socar locations
				Provides increased production efficiency of other joist locations
		Supply of merchant bar products from Roanoke mini-mill
	Shredded Products
		Vertical integration of steel making operations

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	Transaction Overview

		Steel Dynamics has agreed to purchase Roanoke for 0.400 shares of Steel Dynamics stock and $9.75 in cash per Roanoke share
				At SDI’s closing price of $28.77 on 10/17/05, per share consideration to Roanoke is $21.26, a 14% premium
				Total transaction value of $281MM(1) assuming Roanoke net debt of $41MM as of 7/31/05
				Steel Dynamics will finance cash component with existing revolver
		Potential annual synergy opportunities of $5–$15MM from elimination of duplicate corporate and other costs

Note:
(1) Assumes net diluted equity value of $241MM as of 10/17/05

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	Overview of Combined LTM(1) Sales

Combined LTM Sales of $2,910MM

 

Note:
(1) Last twelve months as of June 30, 2005, for Steel Dynamics and July 31, 2005, for Roanoke

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