Mr. Alan Kestenbaum reports
CLEVELAND-CLIFFS COMPLETES ACQUISITION OF STELCO HOLDINGS INC.
Cleveland-Cliffs Inc. has completed its previously announced acquisition of Stelco Holdings Inc. pursuant to a plan of arrangement involving the company, Cliffs and 13421422 Canada Inc. (the purchaser), a wholly owned subsidiary of Cliffs.
Alan Kestenbaum, executive chairman and chief executive officer of Stelco, stated: "Over the past seven years, since the acquisition of the company, we have worked tirelessly with all of our stakeholders -- our customers, our suppliers, the United Steelworkers, all of our valued employees and investors who believed in us -- to restore Stelco as a North American leader in the steel industry and an iconic Canadian company. I am extremely proud of our track record of identifying and executing on operational improvements and competitiveness, resulting in industry-leading adjusted EBITDA margins that enabled us to pay $1-billion in dividends while buying back over $1.2-billion of shares. This has been capped off by completing this sale at a 300-per-cent premium to our IPO price resulting in a compound annual growth rate of 32 per cent. Cliffs, led by industry leader Lourenco Goncalves, has made it clear both in words and in practice, that they share many of the core values that have led to Stelco's recent success, and I am confident that the strong legacy of Stelco, our partners and our employees are in very good and strong hands going forward."
About Stelco Holdings Inc.
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, the company's 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. Stelco understands the importance of its business reflecting the communities it serves and is committed to diversity and inclusion as a core part of its workplace culture, in part, through active participation in the BlackNorth Initiative.
Early warning reporting
Immediately prior to the effective date of the transaction, Cliffs and its subsidiaries did not own any common shares of the company. Under the terms of the arrangement, the purchaser, acquired each of the issued and outstanding Stelco shares for $60.00 and 0.454 of a share of common stock, 12.5 cents par value per share, of Cliffs. The aggregate consideration delivered to holders of Stelco shares pursuant to the arrangement for Stelco shares (including cash payments in lieu of fractional Cliffs shares) was $3,266,903,282.85 and 24,719,568 Cliffs shares. The closing trading price of a Cliffs share on the New York Stock Exchange on Oct. 31, 2024, the date prior to the effective date of the arrangement, was $12.98 (U.S.) (approximately $18.06).
An early warning report will be filed on SEDAR+ under Stelco's profile. In order to obtain a copy of the early warning report, please contact Cliffs' secretary at 800-214-0739.
The Stelco shares will be delisted from the Toronto Stock Exchange and Stelco has applied to cease to be a reporting issuer in Canada. The Toronto Stock Exchange will disseminate a notice announcing the delisting of Stelco shares in due course.
Cliffs will become a reporting issuer in all of the provinces and territories of Canada by virtue of the completion of the arrangement.
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