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Cleveland-Cliffs (CLF) to Buy Stelco Holdings in a $2.5B Deal

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Cleveland-Cliffs Inc. (CLF - Free Report) has announced a definitive agreement to acquire Stelco Holdings Inc., reinforcing CLF's dedication to integrated steel production in North America. This acquisition will bring 1,800 United Steelworkers ("USW") union employees into CLF's workforce.

Under the deal, Stelco shareholders will receive C$60 in cash and 0.454 shares of Cleveland-Cliffscommon stock per Stelco common share (or C$10 per share as of Jul 12, 2024), totaling C$70 per Stelco share.

The acquisition values Stelco at approximately $2.5 billion (C$3.4 billion), with an acquisition multiple of 4.8x 3/31/24 LTM adjusted EBITDA with synergies. The company expects annual cost savings of about $120 million without impacting union jobs. The deal is projected to be immediately accretive to CLF’s EPS for 2024 and 2025 and result in a pro forma net leverage of 2.4x 3/31/2024 LTM adjusted EBITDA. Post-transaction completion, Cleveland-Cliffs’shareholders will own approximately 95% of the combined company, while Stelco shareholders will own about 5% on a fully diluted basis.

Stelco operates two facilities in Ontario — Lake Erie Works and Hamilton Works — shipping around 2.6 million net tons of flat-rolled steel annually. The acquisition will enhance Cleveland-Cliffs’ steelmaking capabilities, doubling its exposure to the flat-rolled spot market and leveraging cost advantages in raw materials, energy, healthcare and currency. Stelco's integration will diversify CLF’s customer base across construction and industrial sectors, generating synergies in procurement, overhead and public company-related expenses.

Stelco will function as a wholly-owned subsidiary, retaining its name and legacy. Cleveland-Cliffs commended Stelco's transformation and emphasized the deal's alignment with national interests and workforce significance, highlighting the cost efficiency and cultural compatibility between the companies. The acquisition is expected to provide substantial benefits for Canada and local communities.

Both CLF's and Stelco's Boards have unanimously approved the transaction. A special committee of Stelco directors reviewed and recommended the deal. The transaction is expected to close in fourth-quarter 2024, pending Stelco shareholder approval, regulatory clearances and other customary conditions.

Shares of CLF are down 3.6% in the past year compared with a 0.2% rise of its industry.

Zacks Investment Research
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Zacks Rank & Key Picks

Cleveland-Cliffs currently carries a Zacks Rank #4 (Sell).

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