Cleveland-Cliffs Announces Shareholder Approval of Arrangement to Acquire Stelco

Rhea-AI Summary

Cleveland-Cliffs Inc. (NYSE: CLF) announced that Stelco Holdings Inc. (TSX: STLC) shareholders overwhelmingly approved the special resolution for Cliffs' indirect acquisition of Stelco. The resolution received 99.97% support from total votes cast. The transaction is expected to close in the fourth quarter of 2024, subject to remaining conditions. Upon closing, Stelco will become a wholly-owned subsidiary of Cliffs.

Lourenco Goncalves, Cliffs' Chairman, President, and CEO, expressed enthusiasm for the strong shareholder support and the potential benefits for both Canada and the United States. The acquisition aims to create a stronger North America-based steel producer in collaboration with Stelco and the USW in Canada.

Positive

• Overwhelming shareholder approval with 99.97% support for the acquisition
• Expected to create a stronger North America-based steel producer
• Potential benefits for both Canada and the United States steel industry

Negative

• Transaction closing not expected until Q4 2024, subject to remaining conditions

Insights

Financial Analyst

The overwhelming approval of Cleveland-Cliffs' acquisition of Stelco by 99.97% of shareholders is a strong vote of confidence in the strategic move. This consolidation is poised to create a more robust North American steel producer, potentially enhancing market competitiveness and operational synergies. The delayed closing until Q4 2024 suggests a complex integration process ahead, which may impact short-term financial performance but could yield long-term benefits. Investors should monitor for potential regulatory hurdles and integration challenges that could affect the deal's timeline and ultimate value realization.

Market Research Analyst

This acquisition marks a significant shift in the North American steel industry landscape. By absorbing Stelco, Cleveland-Cliffs is expanding its footprint in Canada, which could provide strategic advantages in terms of resource access and market reach. The strong shareholder support indicates market confidence in the deal's potential to create value. However, the extended timeline to closing leaves room for market conditions to change, potentially affecting the deal's perceived value. Investors should watch for potential impacts on steel pricing, trade dynamics between the U.S. and Canada and how this consolidation might influence competition and pricing power in the North American steel market.

Legal Expert

While shareholder approval is a important step, the transaction still faces regulatory hurdles before its expected closing in Q4 2024. The extended timeline suggests complex regulatory reviews, possibly including antitrust considerations given the size and market impact of the merged entity. Investors should be aware that regulatory bodies in both the U.S. and Canada may scrutinize the deal's impact on market competition. The mention of the United Steelworkers (USW) in Canada implies labor considerations are part of the deal structure, which could affect integration plans and future operational decisions. Keep an eye on any conditions or divestitures that regulators might require to approve the deal.

CLEVELAND--(BUSINESS WIRE)-- Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) is pleased to announce that the holders of common shares (the “Shareholders”) of Stelco Holdings Inc. (TSX: STLC) (“Stelco”) voted in favor of, and overwhelmingly approved, the special resolution (the “Arrangement Resolution”) regarding the previously announced indirect acquisition of Stelco by Cliffs at a special meeting of the Shareholders held earlier today (the “Stelco Meeting”). The Arrangement Resolution received support of 99.97% of the total votes cast for the Arrangement Resolution. The transaction is expected to close in the fourth quarter of 2024. Upon closing of the transaction, which remains subject to the satisfaction or waiver of the remaining conditions to closing contained in the arrangement agreement, Stelco is expected to continue as a wholly-owned subsidiary of Cliffs.

Lourenco Goncalves, Chairman of the Board, President and CEO of Cliffs, stated: “The overwhelming approval from Stelco shareholders confirms the strong support of this transaction, and we look forward to closing this transaction in the fourth quarter of 2024. Together with Stelco and the USW in Canada, Cliffs will become an even stronger and better North America-based steel producer, which will benefit both Canada and the United States.”

Details regarding the final voting results from the Stelco Meeting will be available under Stelco’s SEDAR+ profile at www.sedarplus.ca.

About Cleveland-Cliffs Inc.

Cleveland-Cliffs is a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry. The Company is vertically integrated from the mining of iron ore, production of pellets and direct reduced iron, and processing of ferrous scrap through primary steelmaking and downstream finishing, stamping, tooling, and tubing. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.

Forward-Looking Statements

This release contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry, our businesses or the proposed transaction with Stelco, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers' and suppliers' decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; potential significant deficiencies or material weaknesses in our internal control over financial reporting; the risk that the proposed transaction with Stelco may not be consummated and/or that some or all of the remaining conditions to closing may not be satisfied or waived (or when anticipated); the risk that the proposed transaction with Stelco may be less accretive than expected, or may be dilutive, to Cliffs’ earnings per share, which may negatively affect the market price of Cliffs’ common shares; the risk that adverse reactions or changes to business or regulatory relationships may result from the completion of the proposed transaction; the possibility of the occurrence of any event, change or other circumstance that could give rise to the right of one or both of Cliffs or Stelco to terminate the transaction agreement between the two companies, including, but not limited to, the companies’ inability to obtain necessary regulatory approvals; the risk of shareholder litigation relating to the proposed transaction that could be instituted against Stelco, Cliffs or their respective directors and officers; the possibility that Cliffs and Stelco will incur significant transaction and other costs in connection with the proposed transaction, which may be in excess of those anticipated by Cliffs; the risk that the financing transactions to be undertaken in connection with the proposed transaction may have a negative impact on the combined company’s credit profile, financial condition or financial flexibility; the possibility that the anticipated benefits of the proposed acquisition of Stelco are not realized to the same extent as projected and that the integration of the acquired business into our existing business, including uncertainties associated with maintaining relationships with customers, vendors and employees, is not as successful as expected; the risk that future synergies from the proposed transaction may not be realized or may take longer than expected to achieve; the possibility that the business and management strategies currently in place or implemented in the future for the maintenance, expansion and growth of the combined company’s operations may not be as successful as anticipated; the risk associated with the retention and hiring of key personnel, including those of Stelco; the risk that any announcements relating to, or the completion of, the proposed transaction could have adverse effects on the market price of Cliffs' common shares; and the risk of any unforeseen liabilities and future capital expenditures related to the proposed transaction.

For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, Part II – Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, and other filings with the U.S. Securities and Exchange Commission.

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MEDIA CONTACT:

Patricia Persico

Senior Director, Corporate Communications

(216) 694-5316

INVESTOR CONTACT:

James Kerr

Director, Investor Relations

(216) 694-7719

Source: Cleveland-Cliffs Inc.

FAQ

What percentage of Stelco shareholders approved Cleveland-Cliffs' acquisition?

99.97% of the total votes cast supported the Arrangement Resolution for Cleveland-Cliffs' acquisition of Stelco.

When is the Cleveland-Cliffs (CLF) acquisition of Stelco expected to close?

The transaction is expected to close in the fourth quarter of 2024, subject to the satisfaction or waiver of remaining conditions.

What will happen to Stelco after the acquisition by Cleveland-Cliffs (CLF)?

Upon closing of the transaction, Stelco is expected to continue as a wholly-owned subsidiary of Cleveland-Cliffs.

How does Cleveland-Cliffs (CLF) expect the Stelco acquisition to impact North American steel production?

Cleveland-Cliffs anticipates becoming a stronger and better North America-based steel producer, benefiting both Canada and the United States.