Stelco Holdings Inc. (“Stelco” or the “Company”) (TSX: STLC) is pleased to announce that holders (the “Company Shareholders”) of its common shares have voted in favour of the previously announced acquisition of Stelco by Cleveland-Cliffs Inc. by way of a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) at the Company's special meeting of the Company Shareholders (the “Meeting”) held on September 16, 2024.
The completion of the Arrangement requires the approval of: (i) at least two-thirds of the votes cast at the Meeting in person or represented by proxy by Company Shareholders; and (ii) a majority of the votes cast at the Meeting in person or represented by proxy by Company Shareholders, excluding the votes attached to the Stelco common shares required to be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The voting results from the Meeting are as follows:
Votes For | % | Votes Against | % | |
Company Shareholders | 41,304,344 | 99.97 | 11,550 | 0.03 |
Company Shareholders (excluding votes attached to the Stelco common shares required to be excluded for the purposes of “minority approval” under MI 61-101). | 32,634,014 | 99.96 | 11,550 | 0.04 |
Subject to receipt of a final order in respect of the Arrangement from the Ontario Superior Court of Justice (Commercial List), and satisfaction or waiver of the other conditions to closing contained in the arrangement agreement with Cleveland-Cliffs Inc. dated July 14, 2024 (the “Arrangement Agreement”), including in respect of all required regulatory approvals, the Arrangement is expected to close in the fourth quarter of 2024.
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 regarding the closing of the Arrangement (including the timing thereof).
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 of this release, 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, but are not limited to, the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or at all, the possibility of the Arrangement Agreement being terminated in certain circumstances and the other risk factors identified under “Risk Factors” in the Company’s latest annual information form and management’s discussion and analysis for the year ended December 31, 2023, in the management’s discussion and analysis for the period ended June 30, 2024, and in the Company’s management information circular dated August 16, 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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