BlueScope Steel has rejected a A$13.2 billion (US$8.92 billion) takeover bid from SGH (ASX: SGH) and Steel Dynamics (NASDAQ: STLD) and accused them of trying to buy the steelmaker "on the cheap".
BlueScope said the proposal would be effectively worth less than the A$30.00 cash per share offered given the time it would take to implement a takeover, leaving “all upside value for the sole benefit of the consortium”.
The Board unanimously rejected the proposal on the basis it significantly undervalued BlueScope.
“Let me be clear – this proposal was an attempt to take BlueScope from its shareholders on the cheap. It drastically undervalued our world-class assets, our growth momentum, and our future – and the Board will not let that happen,” BlueScope Chair Jane McAloon said an ASX announcement.
"This is the fourth time we've said no, and the answer remained the same – BlueScope is worth considerably more than what was on the table.”
The BlueScope team was recognised for driving and delivering value to shareholders and customers, investing more than $3.7 billion in growth projects, delivering more than $3.8 billion of shareholder returns and achieving an 18% average return on invested capital since its restructure was completed in the 2017 financial year.
The target company said the offer failed to adequately recognise the value of BlueScope’s assets and came at a time of lower steel spreads in Asia.
If spreads and foreign exchange rates reverted to historical average levels, this would generate an additional $400 to $900 million of earnings before interest and tax per annum relative to FY2025.
The proposal also failed to adequately reflect the value of initiatives including the free cash generation acceleration from the completion of the $2.3 billion capital program, $500 million per year earnings uplift from growth initiatives and investments, business improvement initiatives, and the monetisation of the land portfolio, it said.
Under the deal, SGH would buy BlueScope and sell the steelmaker's North American assets to Steel Dynamics.
BlueScope (ASX: BSL) shares closed 47 cents (1.57%) lower at $29.40 on Thursday.
