NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
HAMILTON, Ontario–(BUSINESS WIRE)–Stelco Holdings Inc. (TSX: STLC) (“Stelco” or the “Company”) announced today that upon the terms and subject to the conditions of the Offer, the Company will take up and pay for all of the common shares (the “Shares”) that were validly deposited and not withdrawn to its previously announced substantial issuer bid (the “Offer”) as of 5:00 p.m. (Toronto time) on August 31, 2022 (the “Initial Shares”), being 5,154,680 Shares. Any Initial Shares deposited under the Offer but not purchased, such as any Initial Shares invalidly deposited, will be returned to the depositing Shareholder by Computershare Investor Services Inc. (the “Depositary”).
In addition, the Company has announced that it has extended the Offer pursuant to which the Company has offered to purchase up to 30,000,000 of its Shares from holders of Shares (the “Shareholders”) for cash at a price of $35.00 per Share (the “Purchase Price”) for an aggregate maximum purchase amount of $1,050,000,000.
The Offer, which was initially scheduled to expire at 5:00 p.m. (Toronto time) on August 31, 2022, has been extended until 5:00 p.m. (Toronto time) on September 12, 2022 (the “Amended Expiration Time”), unless further extended or withdrawn by the Company. The Offer is not conditional upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions and the Company reserves the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Shares, certain events occur as described in the Offer Documents.
The Company has determined to extend the Offer until the Amended Expiration Time as set out herein given the maximum number of Shares had not been tendered to the Offer. The Offer remains otherwise subject to the terms and conditions set forth in the formal offer to purchase and issuer bid circular and other related documents, each dated July 26, 2022 (the “Offer Documents”), as amended by a notice of variation and extension setting out the Amended Expiration Time of the Offer (the “Notice of Variation and Extension”). Stelco will mail the Notice of Variation and Extension to its Shareholders in accordance with applicable laws. The Notice of Variation and Extension will also be filed with applicable Canadian Securities Administrators and made available free of charge on SEDAR at www.sedar.com. Shareholders should carefully read the Offer Documents and the Notice of Variation and Extension prior to making a decision with respect to the Offer.
LG Bedrock Holdings LP (“LG Bedrock”) has informed the Company that it has tendered 5,000,000 Shares pursuant to the Offer, representing gross proceeds to LG Bedrock of approximately $175 million. Upon take-up by the Company of such Shares, LG Bedrock’s ownership in the Company will be reduced from 7,654,211 Shares to 2,654,211 Shares, representing a decrease from approximately 11.2% of the issued and outstanding Shares on July 26, 2022 to approximately 4.2% of the issued and outstanding Shares after giving effect to the take-up by the Company of the Shares tendered and not withdrawn pursuant to the Offer as of 5:00 p.m. on August 31, 2022.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents, as amended by the Notice of Variation and Extension.
Any questions or requests for information regarding the Offer should be directed to Computershare Investor Services Inc., as the Depositary, at: email@example.com, or BMO Nesbitt Burns Inc., as the dealer manager, at: StelcoSIB@bmo.com.
Stelco is a low cost, integrated and independent steelmaker with one of the newest and most technologically advanced integrated steelmaking facilities in North America. Stelco produces flat-rolled value-added steels, including premium-quality coated, cold-rolled and hot-rolled sheet products, as well as pig iron and metallurgical coke. With first-rate gauge, crown, and shape control, as well as uniform through-coil mechanical properties, our steel products are supplied to customers in the construction, automotive, energy, appliance, and pipe and tube industries across Canada and the United States as well as to a variety of steel service centres, which are distributors of steel products. At Stelco, we understand the importance of our business reflecting the communities we serve and are committed to diversity and inclusion as a core part of our workplace culture, in part, through active participation in the BlackNorth Initiative.
About LG Bedrock
LG Bedrock is a limited partnership organized under the laws of the State of Delaware and the address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, DE 19801, United States. The Shares tendered by LG Bedrock pursuant to the Offer were tendered as a result of investment considerations including price, market conditions, availability of funds, evaluation of alternative investments and other factors. An early warning report relating to the transaction contemplated in this press release will be filed by LG Bedrock in accordance with applicable securities laws and will be available on SEDAR under Stelco’s profile at www.sedar.com or may be obtained directly from James C. Pickel, Jr. upon request at (212) 651-1148.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information may relate to our future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. These statements include, without limitation, statements regarding the Company’s intentions and expectations with respect to the Offer, the terms and conditions of the Offer, the number and aggregate dollar amount of Shares to be purchased for cancellation under the Offer, the expected expiration date of the Offer and purchases thereunder, and the effects and benefits of purchases under the Offer. Purchases made under the Offer are not guaranteed and may be suspended at the discretion of the Board of Directors.
Undue reliance should not be placed on forward-looking information. The forward-looking information in this press release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Further, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to, those described in this press release. Certain assumptions, risks and uncertainties in respect of: the utilization of and access to our production capacity; capital expenditures associated with accessing such production capacity; the ongoing impact of the hostilities in eastern Europe and elsewhere on the international supply chain and economy overall; the impact of COVID-19 on our business and the broader market in which we operate; upgrades to our facilities and equipment; our research and development activities associated with advanced steel grades; our ability to source raw materials and other inputs; our ability to supply to new customers and markets; our ability to effectively manage costs; our ability to attract and retain key personnel and skilled labour; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; changes in laws, rules, and regulations, including environmental and international trade regulations; and growth in steel markets and industry trends are material factors made in preparing the forward-looking information and management’s expectations contained in this press release and that may cause actual results to differ materially from the forward-looking information disclosed in this press release. Additional information about the risks and uncertainties of the Company’s business and material risk factors or assumptions on which information contained in forward‐looking statements is based is provided in the Company’s disclosure materials, including the Company’s most recently filed annual information form and any subsequently-filed interim management’s discussion and analysis, which are available under our profile on SEDAR at www.sedar.com.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date of this news release and is subject to change after such date. Stelco disclaims any intention or obligation or undertaking to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
For investor enquiries: Paul D. Scherzer, Chief Financial Officer, (905) 577-4432, firstname.lastname@example.org
For media enquiries: Trevor Harris, Vice-President, Corporate Affairs, (905) 577-4447, email@example.com