Additional Information
Statement of the United Steel Workers Locals
The United Steelworkers issued a statement on July 15 on Stelco's announcement of sale agreement with Cleveland-Cliffs, issued by the presidents of Locals 8782 and 1005 and District 6 Director Marty Warren. They reported that two dozen representatives of steelworkers at Stelco's Hamilton and Lake Erie operations met by video conference with Lourenco Goncalves, Cleveland-Cliffs' President, CEO and Chairman of the Board. The statement says:
"First and foremost, our union believes that any sale of Stelco must be predicated on binding commitments that it will result in tangible, net benefits to our members who are primarily responsible for the company's success, as well as to the communities in which our members and pensioners live and work, and to our province and our country.
"We believe that any purchase of Stelco must come with commitments to honour our members' collective agreements, to protect pensions and benefits, and to make investments that will protect and create jobs and ensure the long-term viability of the company's operations.
"We are committed to engaging in good-faith discussions with Cleveland-Cliffs to ensure these vital objectives are met.
Also on July 15 Stelco CEO Allan Kestenbaum sent a letter to employees outlining some parts of the sales agreement, expectations of increased production and saying that "I also want to point out that Cliffs shares my views with respect to the importance of harmonious relationships with our partner, the United Steelworkers. I am confident that both our represented and salaried colleagues are in great hands with Cliffs" and thanking the workers for their hard work and dedication to Stelco -- "You are one of the main reasons for the success we have achieved together and I am confident that Stelco's future together with Cliffs will be even brighter."
About Alan Kestenbaum, Executive Chairman and Chief Executive
Officer of Stelco Alan Kestenbaum has extensive investing and operating experience in the metals and mining and natural resources sectors as well as a successful track record in turnarounds and restructurings. He currently serves as the Executive Chairman and Chief Executive Officer of Stelco where, according to his profile, "he is responsible for strategic direction and growth initiatives." He was also the Executive Chairman and founder of Globe Specialty Metals and was the former Executive Chairman of Ferroglobe PLC ("Globe") (NASDAQ: GSM). Prior to forming Globe Specialty Metals, Mr. Kestenbaum founded Marco International, a leading international metals trader and investor, and led its expansion in North America and around the globe. Prior to founding Marco International, he was employed by Glencore and then Philipp Brothers. In 2019 he became a minority owner and limited partner of the Atlanta Falcons. Mr. Kestenbaum is also a founder of Bedrock Industries Group LLC, a privately held investment vehicle. He has a B.A. in Economics from Yeshiva University and is involved in numerous educational and communal boards.
Business Newswire Announcement of the Sale
Stelco Holdings Inc. (TSX: STLC) ("Stelco" or the "Company") is pleased to announce that it has entered into a definitive agreement (the "Arrangement Agreement") with Cleveland-Cliffs Inc. (NYSE: CLF) ("Cliffs"), pursuant to which Cliffs has agreed to acquire all of the issued and outstanding common shares of Stelco (the "Transaction") at a price of C$70.00 per share (the "Consideration"), consisting of C$60.00 in cash and 0.454 of a share of Cliffs common stock (equivalent to C$10.00 based on the closing price of Cliffs common stock on July 12, 2024) per Stelco share.
The total enterprise value pursuant to the Transaction is approximately C$3.4 billion. The Consideration represents an 87 per cent premium to Stelco's closing share price of C$37.36 on July 12, 2024, and a 37 per cent premium to Stelco's 52-week high.
Fairfax Financial Holdings, an affiliate of Lindsay Goldberg LLC, Alan Kestenbaum, and each of the other directors and executive officers of Stelco collectively holding approximately 45 per cent of the current outstanding Stelco common shares have entered into support agreements to vote in favour of the Transaction, subject to customary exceptions.
Alan Kestenbaum, Executive Chairman of the Board and CEO of Stelco, stated: "I am proud of what we have accomplished over the past seven years, and the value we have generated. This sale crystallizes a 32 per cent CAGR on a Stelco common share investment since our initial public offering in 2017. Most importantly, we have revitalized Stelco and restored it to its iconic status in Canada. I know that Cliffs will continue to build upon the excellent work and life environment we have created for all of our employees, and continue to be a reliable supplier to our valued customers, while maintaining Stelco's stature and reputation in Canada and maintaining our Canadian national interests. One of the important drivers for this transaction was receiving a meaningful portion of the consideration in Cliffs shares. I have strong belief and optimism in the North American steel market. I believe that Lourenco and his team have created a winning platform and I intend to remain an investor in Cliffs for a long time to come as he and his team continue to build out their platform and business."
Lourenco Goncalves, Chairman of the Board, President and CEO of Cliffs, stated: "I want to first recognize Alan Kestenbaum and the Stelco team for the remarkable turnaround they executed at Stelco, turning what was an underperforming asset under previous ownership into a very cost-efficient and profit-oriented company. In the process, they restored the Canadian national pride associated with Stelco, and we are going to continue that. We did this deal the way it should be done, reaching a respectful agreement between the two parties that keeps national interests at the forefront and recognizes the importance of the workforce. Stelco is a company that respects the Union, treats their employees well, and leans into their cost advantages. With that, they are a perfect fit for Cleveland-Cliffs and our culture. We look forward to proving that our ownership of Stelco will be a net benefit for Canada, the province of Ontario, and the cities of Nanticoke and Hamilton."
Board of
Directors' Recommendation
The Board of
Directors of the Company
unanimously approved the Arrangement Agreement following receipt
of the
unanimous recommendation of the Special Committee. The Special
Committee, comprised of independent directors, was appointed by
the
Board to, among other matters, review the potential
transaction and potential alternatives and consider the
Company's best
interests and the implications to shareholders and other
stakeholders.
The Board unanimously recommends that Stelco shareholders vote
in
favour of the Transaction.
The Company intends to call and hold a special meeting of shareholders this fall where the Transaction will be considered and voted upon by shareholders of record. Further information regarding the special meeting, including the record and meeting date, is expected to be made available late this summer.
In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board's determination to approve the Transaction, the Board, considered the following reasons, among others, for the Transaction:
- Compelling and immediate value and liquidity for shareholders, with large premiums to the current and 52-week high share prices;
- Ability to continue participating in the growth of Stelco, including in synergies created through the Transaction, via ownership of Cliffs common stock;
- Fairness opinions delivered by the advisor to the Special Committee as well as the advisor to the Board;
- Cliffs' strong track record as an excellent operator of integrated steelmaking assets with a special relationship with its unions; and
- Clear path to closing in a timely manner with no financing contingencies and voting support agreements from almost 50 per cent of Stelco's shareholders.
Fairness Opinions
RBC
Capital Markets provided an independent
fairness opinion to the Special Committee and Stelco's Board of
Directors and BMO Capital Markets provided a fairness opinion to
Stelco's Board of Directors, in each case to the effect that, as
of the
date thereof, and based upon and subject to the
various matters, limitations and qualifications and assumptions
stated
in each such opinion, the Consideration to be received by
holders of
Stelco's common shares is fair, from a financial point of view,
to such
holders.
Transaction
Summary
The Transaction will be
completed pursuant
to a plan of arrangement under the Canada Business Corporations Act.
The Transaction is subject to approval at the special meeting of
Stelco
shareholders by (i) at least two-thirds of the votes cast by
Stelco
shareholders; and (ii) a simple majority of
the votes cast by Stelco shareholders (excluding common shares
required
to be excluded pursuant to Multilateral Instrument 61-101 -- Protection
of
Minority Shareholders in Special Transactions). In
addition to shareholder and court approvals, the Transaction is
also
subject to the receipt of
applicable regulatory approvals, including approval under the
Investment Canada Act,
the Competition Act
(Canada), expiration or
termination of the waiting period under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act, approval of
the listing on the NYSE of the shares of Cliffs common
stock to be issued to Stelco shareholders, and approval under
Stelco's
funding agreement with Canada's Strategic Innovation Fund, as
well as
satisfaction of certain other closing conditions customary in
transactions of this nature. The Transaction is not subject to a
financing condition or approval
by Cliffs shareholders. Assuming the timely receipt of all
required
approvals, the Transaction is expected to close in the fourth
quarter
of 2024.
The Arrangement Agreement includes customary non-solicitation provisions, which are subject to customary "fiduciary out" provisions that entitle the Company to terminate the Arrangement Agreement and accept a superior proposal, subject to a customary right to match in favour of Cliffs and payment of a termination fee of C$100 million by the Company to Cliffs. A reverse termination fee of C$131 million would be payable by Cliffs to Stelco if the Transaction is not completed in certain circumstances.
Upon closing of the Transaction, Stelco expects Cliffs to cause the Stelco common shares to cease to be listed on the TSX and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws. Cliffs common stock is traded on the New York Stock Exchange.
Further information regarding the Transaction, the Arrangement Agreement, the voting support agreements and the special meeting of Stelco shareholders, including copies of the fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record in connection with the special meeting. Copies of the proxy materials in respect of the special meeting, as well as a copy of the Arrangement Agreement and the voting support agreements, will also be available on SEDAR+ at www.sedarplus.ca.
Benefits to
Canada and Stelco's
Stakeholders
Stelco understands that
Cliffs is excited
to build on its existing 1,000-employee footprint in Canada with
its
Tooling and Stamping and FPT scrap businesses, and that Cliffs
is
committed to working with stakeholders to deliver meaningful
benefits
to Canada, Ontario, and the communities where
Stelco operates. Cliffs' plan is to grow the business in Canada
and
build on the progress Stelco has made in recent years. In
connection
with this investment:
- Stelco's headquarters will remain in Hamilton and the name and legacy of Stelco will be preserved in Hamilton, Nanticoke, and Canada;
- Stelco will continue its significant operations in Hamilton and Nanticoke, make capital investments of at least C$60 million over the next three years, and plans to increase steel production over current levels from those facilities;
- Stelco will maintain significant employment levels in Canada and Canadian representation on the management team;
- Recognizing the importance of Stelco's operations to the businesses in the region, Cliffs will ensure existing local supplier arrangements are maintained;
- Cliffs values and will continue Stelco's collaboration with McMaster University and CanmetMATERIALS and will maintain the existing research chairs with McMaster University;
- Cliffs respects Stelco's commitment to charitable and community support and will build on that legacy by increasing the overall charitable support by C$2 million per year, to be directed by Stelco's management team;
- Cliffs will continue Stelco's partnership with the Hamilton Tiger-Cats and Forge FC and will maintain its 40 per cent equity interest and the master lease of Tim Hortons Field. The community engagement program, including the Tiger-Cats High School Mentorship Program, will also be maintained; and
- Cliffs is committed to operating the business and approaching sustainability in a way that supports the United Nations' Sustainable Development Goals (UN SDGs) and will ensure the Canadian operations operate in accordance with the Company's sustainability priorities.
David McCall, International President of the United Steelworkers, stated: "On behalf of our entire membership, I am excited for this transaction and proud to support a deal that is great for the resilience of manufacturing and Union jobs in North America. Cleveland-Cliffs has a proven track record of making sure the Union always has a seat at the table, and this deal was no different. We are delighted to further expand our already great partnership between Cliffs and the USW."
Advisors and
Counsel
BMO Capital Markets is acting
as financial
advisor to Stelco, and McCarthy Tetrault LLP and A&O
Shearman
are serving as legal counsel to Stelco. In addition, RBC Capital
Markets is acting as financial advisor and Stikeman Elliott LLP
as
legal counsel to the Special Committee of Stelco's Board of
Directors.
Wells Fargo, J.P. Morgan and Moelis & Company LLC are acting as financial advisors to Cliffs. Davis Polk & Wardwell LLP and Blake, Cassels & Graydon LLP are serving as legal counsel to Cliffs. In addition, Wells Fargo Bank, N.A. and J.P. Morgan have provided full underwritten financing commitments and are backstopping Cliffs' existing ABL Facility.
About Stelco
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 steel 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 Cleveland-Cliffs
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.
Forward-Looking
Information
This release includes
"forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of applicable securities laws.
Forward-looking statements include, but are not limited to,
statements
with respect to the rationale of the Board for
entering into the Arrangement Agreement, the terms and
conditions of
the Arrangement Agreement, the premium to be received by
shareholders,
the attractiveness of the Transaction from a financial point of
view,
the complementarity and compatibility of Stelco's business with
Cliffs'
existing business,
the expected benefits of the Transaction, the intended success
of
Cliffs' initiatives to benefit Canada and support Stelco's
stakeholders, the expected future performance or operations of
Stelco
and/or Cliffs following the completion of the Transaction, the
anticipated timing and the various steps
to be completed in connection with the Transaction, including
(among
other things) the holding of the special meeting of Stelco
shareholders
(including the timing thereof) as well as the satisfaction or
waiver of
the conditions to completing the Transaction (such as receipt of
required Stelco
shareholder approvals, court approvals and regulatory
approvals), the
anticipated closing of the Transaction (including the timing
thereof),
the anticipated delisting of the Company's common shares from
the TSX
and the Company ceasing to be a reporting issuer under Canadian
securities laws.
In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans," "targets," "expects" or "does not expect," "is expected," "an opportunity exists," "is positioned," "estimates," "intends," "assumes," "anticipates" or "does not anticipate" or "believes," or variations of such words and phrases or state that certain actions, events or results "may," "could," "would," "might," "will" or "will be taken," "occur" or "be achieved." In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the possibility that the proposed Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, or at all, the possibility of the Arrangement Agreement being terminated in certain circumstances, the ability of the Board to consider and approve a Superior Proposal for the Company, and the other risk factors identified under "Risk Factors" in the Company's latest annual information form and management's discussion and analysis for the year ended December 31, 2023 and in the management's discussion and analysis for the period ended March 31, 2024, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. 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, you should not place undue reliance on forward-looking statements. The forward-looking statements represent the Company's expectations as of the date of this release (or as the date it is otherwise stated to be made) and are subject to change after such date. However, the Company disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.
This article was published in
Volume 54
Number 46 - September 1, 2024
Article Link:
https://cpcml.ca/Tmlm2024/Articles/MS54465.HTM
Website: www.cpcml.ca Email: editor@cpcml.ca