BlueScope has received a takeover offer, with the bidders publicly outlining their case. Photo: BlueScope.
BlueScope has responded to speculation about a potential takeover bid, confirming it has received an unsolicited proposal to acquire the company, as the bidders moved to publicly outline their rationale for the approach.
BlueScope said in a statement that on 12 December it received a non-binding and indicative proposal from an Australian and US-based consortium to acquire all shares in the company via a scheme of arrangement at $30 cash per share.
In a separate statement issued this week, SGH and Steel Dynamics confirmed they had jointly submitted a non-binding indicative offer, and said the proposal was designed to provide BlueScope shareholders with what they described as an “immediate, certain opportunity to realise a material uplift in value”.
SGH and Steel Dynamics said the $30-per-share cash consideration represented a “compelling value proposition”, equating to a total equity value of about $13.2 billion.
They said they did not envisage any material obstacles to obtaining the necessary regulatory approvals, which they described as customary for a transaction of this nature.
If implemented, the proposal would see Steel Dynamics acquire BlueScope’s North American operations, while SGH would retain the Australian and rest-of-world operations.
BlueScope said in a statement the indicative proposal was subject to a number of conditions, including exclusivity, no material adverse change to the business, unanimous board recommendation, shareholder approval, and no further share buy-back activity.
“The board of BlueScope, together with management and advisers, is considering and evaluating the indicative proposal,” the statement said.
BlueScope said this assessment would take into account the company’s portfolio of high-quality assets that generate resilient earnings, expected increases in cash flow as capital projects were completed and transactions finalised for recent India and West Dapto transactions, and the $2.3 billion investment in sustainable earnings and growth underway to deliver targeted additional earnings of $500 million per year by 2030.
It said the board would also consider the latent value of its 1200-hectare landholdings, which were being rezoned, developed and monetised, citing the recent West Dapto transaction as evidence.
“The board of BlueScope is committed to optimising value for its shareholders across all of its businesses, and continues to regularly assess all options to accelerate realisation of this value,” it said.
In outlining their rationale, SGH and Steel Dynamics said they believed BlueScope’s Australian and North American businesses were “not strategically compatible” under the current structure and would benefit from operating as standalone businesses under new ownership.
SGH managing director and chief executive Ryan Stokes said BlueScope’s Australian business was “a strong strategic fit” for SGH.
“We have a proven track record of driving performance improvement in domestic industrial businesses,” Mr Stokes said.
“We intend to leverage our disciplined operating model and capital allocation approach to deliver better outcomes for stakeholders.”
Steel Dynamics co-founder, chairman and chief executive Mark Millett said the acquisition of BlueScope’s North American assets would be “highly complementary” to Steel Dynamics’ existing operations and would create value for stakeholders and further expand its capabilities domestically.
“The combination of BSL’s North American teams and assets with SDI would be an excellent fit in every sense and create value for all stakeholders,” Mr Millett said.
BlueScope also confirmed it had previously unanimously rejected three separate unsolicited approaches.
“In late 2024, a different Steel Dynamics-led consortium offered $27.50 and then $29 per share for all of BlueScope,” it said.
“In both proposals, Steel Dynamics would have acquired BlueScope’s North American businesses.”
BlueScope said a further approach was made in early 2025, proposing to acquire the entire company, retain the North American operations and distribute the remaining assets to shareholders, valuing the North American business at $24 per share and the remaining assets at at least $9 per share.
It said those approaches were rejected as they significantly undervalued the company and its future prospects and posed significant execution and regulatory risks.
BlueScope said shareholders did not need to take any action in relation to the indicative proposal.
SGH and Steel Dynamics said discussions with BlueScope were ongoing and incomplete, and noted there was no certainty the proposal would result in a transaction.
