HAMILTON, ON, Jan. 27, 2022 /CNW/ - Stelco Holdings Inc. (TSX: STLC) ("Stelco" or the "Company") announced today the preliminary results of its "modified Dutch auction" substantial issuer bid (the "Offer"). Pursuant to the Offer, the Company offered to purchase up to $250,000,000 in value of its outstanding common shares (the "Shares") from holders of Shares (the "Shareholders") for cash. The Offer expired at 11:59 p.m. (Toronto time) on January 26, 2022.
Based on the preliminary count by Computershare Investor Services Inc., as depositary for the Offer, the Company expects to take up and pay for approximately 4,441,023 Shares at a price of $37.00 per Share under the Offer, representing an aggregate purchase price of approximately $164,317,851 and 5.7% of the total number of the Company's issued and outstanding Shares before giving effect to the Offer.
Details of the Offer are described in the offer to purchase and issuer bid circular dated December 21, 2021, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.
As the total number of Shares tendered was less than the total that could have been acquired by the Company under the terms of the Offer, all Shares validly deposited and not withdrawn prior to the expiry of the Offer will be acquired at the maximum purchase price offered under the Offer and no proration will be required.
After giving effect to the Offer, Stelco expects to have 72,874,242 Shares issued and outstanding.
The number of Shares to be purchased and the purchase price under the Offer are preliminary. Final results will be determined subject to confirmation by the depositary of the proper delivery of the Shares validly tendered and not withdrawn. Upon take up and payment of the Shares purchased, the Company will release the final results.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Company's Shares.
Any questions or requests for information regarding the Offer should be directed to Computershare Investor Services Inc., as the depositary, at: firstname.lastname@example.org, or BMO Nesbitt Burns Inc., as the dealer manager, at: StelcoSIB@bmo.com.
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 sheet 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, our 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. At Stelco, we understand the importance of our business reflecting the communities we serve and are committed to diversity and inclusion as a core part of our workplace culture, in part, through active participation in the BlackNorth Initiative.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information may relate to our future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. These statements include, without limitation, statements regarding the Company's intentions and expectations with respect to the Offer, the terms and conditions of the Offer, the number and aggregate dollar amount of Shares to be purchased for cancellation under the Offer, the expected purchases under the Offer and the effects and benefits of purchases under the Offer. Purchases made under the Offer are not guaranteed and may be suspended at the discretion of the Board of Directors.
Undue reliance should not be placed on forward-looking information. The forward-looking information in this press release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of: the utilization of and access to our production capacity; capital expenditures associated with accessing such production capacity; the impact of COVID-19 on our business and the broader market in which we operate; the market's ability to recover from COVID-19; upgrades to our facilities and equipment; our research and development activities associated with advanced steel grades; our ability to source raw materials and other inputs; our ability to supply to new customers and markets; our ability to effectively manage costs; our ability to attract and retain key personnel and skilled labour; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; changes in laws, rules, and regulations, including international trade regulations; and growth in steel markets and industry trends are material factors made in preparing the forward-looking information and management's expectations contained in this press release.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date of this news release and are subject to change after such date. Stelco disclaims any intention or obligation or undertaking to update publicly or revise any forward-looking statements, whether written or oral, whether as a result of new information, future events or otherwise, except as required by law.
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