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    BlueScope says SDI-SGH bid falls short but keeps door open

    Written by Laura Miller


    BlueScope Steel has responded to Steel Dynamics Inc.’s (SDI’s) and SGH’s “best and final” offer to take over the steel company. While not outright rejecting a takeover, BlueScope believes the offer is undervalued and remains open to talks.

    Jane McAloon, BlueScope chair, sent a letter to the CEOs of SDI and SGH on Feb. 26. The letter outlined the Australian steelmaker’s assessment of the consortium’s headline offer price of A$34.00 per share. It additionally set out the basis on which the board is willing to engage further in talks.

    Recall the SDI/SGH consortium upped their bid to acquire all BlueScope assets to A$32.35 per share on Feb. 17. At the time, they called it their “best and final” offer.

    BlueScope’s response letter detailed why “the Board maintains its view on the fundamental value of BlueScope. The Revised Proposal does not adequately address our valuation concerns,” it states.

    “Notwithstanding your ‘best and final‘ statement, we consider that there are various ways to increase the value that BlueScope shareholders could receive,” BlueScope continues. “The Board remains open to a transaction at a price that reflects the fair value of BlueScope.”

    The letter did not detail what that fair value might be. BlueScope did ask SDI and SGH to clarify what their bid values BlueScope’s North American operations compared with its rest-of-world operations. Knowing what SGH would on-sell the North American businesses to SDI for would help the board in their assessment of any proposal, the letter says.

    “If you are able to address the matters we have raised in this letter, including, importantly, increasing the value of your proposal for all BlueScope shareholders, the Board is open to further engagement with you, including providing some due diligence information,” it writes. “We look forward to your response.”

    You can read the full text of BlueScope’s letter here.

    Laura Miller

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