Stelco Holdings Inc. (TSX: STLC) (“Stelco” or the “Company”) is pleased to announce that the Company has filed its management information circular (the “Circular”) for the special meeting (the “Meeting”) of the Company’s shareholders (“Shareholders”) to be held on Monday, September 16, 2024, to approve the previously announced acquisition of Stelco by Cleveland-Cliffs Inc. (“Cliffs”) by way of a plan of arrangement (the “Arrangement”).
Under the terms of the Arrangement, 13421422 Canada Inc. (“Purchaser”), a wholly‑owned subsidiary of Cliffs, will acquire all of the issued and outstanding common shares of the Company (each, a “Stelco Share”) for consideration per Stelco Share of C$60.00 in cash and 0.454 of a share of common stock of Cliffs, all as more particularly described in the Circular.
Recommendation of Stelco’s Board of Directors
The Board of Directors of Stelco (the “Board”), after receiving the unanimous recommendation of a special committee of independent directors of Stelco (the “Special Committee”), (a) has unanimously determined that the Arrangement is fair to Shareholders, and (b) is unanimously recommending that Shareholders vote FOR the special resolution to approve the Arrangement. The reasons for the Board’s and the Special Committee’s recommendations and the key factors they considered in making their determinations are described in detail in the Circular.
Voting at Virtual Meeting of Shareholders
The Meeting is scheduled for Monday, September 16, 2024, at 10:00 a.m. (Toronto time). The Company will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://meetnow.global/M7FX2MR. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed proxyholders will be able to submit questions and vote at the Meeting. The Circular provides important and detailed instructions about how to participate in the Meeting.
The Circular, form of proxy, voting instruction form, letter of transmittal and virtual meeting user guide are expected to be mailed to registered Shareholders on August 23, 2024, and contain important information with respect to how registered and beneficial Shareholders may vote at the Meeting. The Circular and related materials are also available on Stelco’s website at www.stelco.com as well as under Stelco’s profile on SEDAR+ at www.sedarplus.ca. Only Shareholders of record as of the close of business (Toronto time) on August 9, 2024 (and persons they duly appoint by proxy prior to the proxy deadline), are entitled to vote and ask questions at the Meeting. The deadline for completed proxies to be received by the Company’s transfer agent is Thursday, September 12, 2024, at 10:00 a.m. (Toronto time).
Receipt of Interim Court Order
On August 16, 2024, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an interim order in respect of the Arrangement (the “Interim Order”). The Interim Order authorizes Stelco to proceed with various matters relating to the Arrangement, including the holding of the Meeting for Shareholders to consider and vote on the Arrangement.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting their Stelco Shares may contact the Company’s proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-228-8614 (toll-free in North America) or 1-437-561-4995 (text and call enabled outside North America) or by email at [email protected].
About Stelco Holdings Inc.
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 steel 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.
Forward-Looking Information
This release includes “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements and references with respect to the rationale of the Board for entering into the arrangement agreement dated July 14, 2024, among Stelco, Cliffs and Purchaser (the “Arrangement Agreement”) contemplating the Arrangement, the terms and conditions of the Arrangement Agreement, the holding of the Meeting and the timing thereof, and the timing of mailing of the Circular and related materials.
In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans,” “targets,” “expects” or “does not expect,” “is expected,” “an opportunity exists,” “is positioned,” “estimates,” “intends,” “assumes,” “anticipates” or “does not anticipate” or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might,” “will” or “will be taken,” “occur” or “be achieved.” In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date they were made, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include the risk factors identified under “Risk Factors” in the Circular, in the Company’s latest annual information form and management’s discussion and analysis for the year ended December 31, 2023 and in the management’s discussion and analysis for the period ended June 30, 2024, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. 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, you should not place undue reliance on forward-looking statements. The forward-looking statements represent the Company’s expectations as of the date of this release and are subject to change after such date. However, the Company disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.
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