SGH and Steel Dynamics confirm best and final A$32.35 share proposal¹ to acquire BlueScope Steel Ltd

Rhea-AI Summary

Steel Dynamics (NASDAQ/GS: STLD) and SGH submitted a best-and-final A$32.35 per share cash offer to acquire 100% of BlueScope Steel (ASX: BSL) on Feb 17, 2026. The consideration implies a A$15 billion equity value (US$11 billion) and reflects double-digit premiums to several trading benchmarks.

If completed, SGH would retain BSL's Australia + Rest of World assets and on-sell BSL's North American operations to SDI; the proposal is subject to customary due diligence, shareholder and regulatory approvals.

Positive

• All-cash A$15 billion offer values BSL at A$32.35 per share
• Large premiums: 47% to adjusted close and 56% to 52-week VWAP
• Strategic fit for SDI: complements steel, coatings, recycling, and building products
• SGH stewardship aims to apply operating model to Australia + RoW assets

Negative

• Offer is non-binding and subject to satisfactory due diligence and shareholder approvals
• Per-share effective cash reduces by A$1.65 for declared dividends
• Transaction depends on regulatory approvals, which remain conditional despite no anticipated obstacles
• On-sale of North American operations adds execution complexity and timing risk

Key Figures

Revised offer price: A$32.35 per share Gross headline price: A$34.00 per share Dividend deductions: A$1.65 per share +5 more

8 metrics

Revised offer price A$32.35 per share Revised NBIO consideration for BlueScope shareholders

Gross headline price A$34.00 per share Headline value before A$1.65 dividend deductions

Dividend deductions A$1.65 per share A$1.00 special + A$0.65 interim unfranked dividends

Special dividend $1.00 per share BSL unfranked special dividend component

Interim dividend A$0.65 per share BSL unfranked interim dividend component

Equity value (AUD) A$15 billion Total equity value implied for 100% of BlueScope

Equity value (USD) US$11 billion USD equivalent of implied BlueScope equity value

Premium to VWAP 56% premium Premium to BSL’s 52-week volume-weighted average share price

Market Reality Check

Price: $191.92 Vol: Volume 1,109,349 vs 20-da...

normal vol

$191.92 Last Close

Volume Volume 1,109,349 vs 20-day average 1,488,239 (relative volume 0.75x). normal

Technical Price $191.92 is trading above the 200-day MA of $147.71 and 7.94% below the 52-week high of $208.47.

Peers on Argus

STLD fell 3.92% while key peers were mixed: MT up 3.48%, RS, NUE, PKX, and GGB m...

1 Up

STLD fell 3.92% while key peers were mixed: MT up 3.48%, RS, NUE, PKX, and GGB modestly down. Momentum scans only flagged SIM up strongly, suggesting today’s move in STLD is stock-specific rather than a broad steel sector rotation.

Common Catalyst Limited peer news flow; one peer (RS) had a conference-related headline, not directly tied to STLD’s BlueScope bid.

Previous Acquisition Reports

3 past events · Latest: Jan 05 (Positive)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Jan 05	BlueScope NBIO announced	Positive	+0.5%	Initial AUD $30.00 per share NBIO to acquire BlueScope via scheme.
Dec 01	New Process deal closed	Positive	+0.0%	Completion of remaining 55% New Process Steel acquisition, expanding value-added footprint.
Aug 19	New Process deal agreed	Positive	+1.8%	Definitive agreement to buy remaining 55% equity interest in New Process Steel.

Pattern Detected

Acquisition-related announcements for STLD have typically produced modest positive next-day moves, with all recent acquisition headlines showing small gains.

Recent Company History

Over the past several months, Steel Dynamics has used acquisitions to expand its platform. In August 2025, it agreed to acquire the remaining 55% of New Process Steel, followed by completion of that deal on Dec 1, 2025. On Jan 5, 2026, STLD and SGH submitted a NBIO to acquire BlueScope at AUD $30.00 per share, implying AUD $13.2B equity value. Today’s revised proposal increases that BlueScope offer, continuing this M&A-led growth trajectory.

Historical Comparison

+0.8% avg move · In the past year, STLD’s three acquisition headlines averaged a 0.79% next-day gain. Today’s higher ...

acquisition

+0.8%

Average Historical Move acquisition

In the past year, STLD’s three acquisition headlines averaged a 0.79% next-day gain. Today’s higher BlueScope offer reflects another M&A step within that existing pattern.

STLD’s M&A path shows a progression from agreeing to and closing the New Process Steel buyout to launching, and now increasing, a NBIO for BlueScope from AUD $30.00 to AUD $32.35 per share.

Market Pulse Summary

This announcement details a higher, best-and-final all-cash offer by SGH and Steel Dynamics for Blue...

Analysis

This announcement details a higher, best-and-final all-cash offer by SGH and Steel Dynamics for BlueScope at A$32.35 per share, implying an equity value of A$15 billion. It follows a prior NBIO at AUD $30.00 and continues STLD’s recent acquisition focus. Investors may track progress on due diligence, regulatory and shareholder approvals, and any changes in offer terms or competing bids as key future reference points.

Key Terms

non-binding indicative offer, unfranked special dividend, volume-weighted average share price, due diligence

4 terms

non-binding indicative offer financial

"they have submitted a revised Non-Binding Indicative Offer (NBIO) to acquire 100%"

A non-binding indicative offer is an early, informal proposal from a buyer that says how much they might pay and on what broad terms, but it does not legally obligate either side to complete a deal. It matters to investors because it signals potential value and market interest—like a tentative price tag or handshake—yet the final price and terms can change after detailed review and negotiation, so it is not a guarantee of an acquisition or outcome.

unfranked special dividend financial

"BSL's $1.00 per share unfranked special dividend and A$0.65 unfranked interim"

An unfranked special dividend is a one-time cash payout to shareholders that does not include a tax credit for corporate tax already paid. Think of it as receiving a bonus check without a matching tax receipt — you get the cash but may owe different taxes personally, and the company’s share price typically drops by a similar amount, so it directly affects your after-tax return and portfolio value.

volume-weighted average share price financial

"a 56% premium to BSL's 52-week volume-weighted average share price4"

Volume-weighted average share price (VWAP) is the average price a stock trades at over a given period, where each trade’s price is weighted by how many shares changed hands; bigger trades count more than smaller ones. Investors use it as a benchmark to judge whether a trade executed at a good price and to spot short-term market direction—think of it like a weighted classroom average where students with more credits influence the final grade more.

due diligence financial

"to progress our customary due diligence requirements, transaction documentation"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

AI-generated analysis. Not financial advice.

FORT WAYNE, Ind., Feb. 17, 2026 /PRNewswire/ -- SGH Ltd (SGH) (ASX:SGH) and Steel Dynamics, Inc. (SDI) (NASDAQ/GS:STLD) confirm that together they have submitted a revised Non-Binding Indicative Offer (NBIO) to acquire 100% of BlueScope Steel Ltd (BSL) (ASX:BSL). The revised offer of A$32.35 per share (equivalent to A$34.00 per share prior to deductions of A$1.65, consisting of BSL's $1.00 per share unfranked special dividend and A$0.65 unfranked interim dividend)¹ represents a compelling value proposition and highly attractive premium for BSL shareholders. The increased purchase price represents SGH and SDI's best and final offer in the absence of a superior competing proposal for all or a material part of BSL.

The consideration represents a total equity value for BSL of A$15 billion (US$11 billion) to be comprised entirely of cash.

The revised offer implies significant premiums to undisturbed trading metrics:

• a 47% premium to BSL's adjusted closing share price at our initial proposal²;
• a 14% increase to the adjusted initial proposal price of A$28.35³;
• a 56% premium to BSL's 52-week volume-weighted average share price⁴; and
• a 32% premium to BSL's 15-year high share price⁵.

As previously disclosed, if the proposal is implemented and following the transaction close, SGH would on-sell BSL's North American operations to SDI, and SGH would retain the remaining BSL "Australia + Rest of World" operations.

The proposed acquisition is closely aligned with SGH's stated capital allocation criteria, with an opportunity to support performance improvement through the disciplined application of the SGH operating model. SGH is uniquely positioned to be the steward of BSL's Australia + Rest of World businesses as a leading Australian industrial platform with diversified operations across a range of businesses and a strong capital foundation.

The revised proposal continues to present a highly strategic opportunity for SDI shareholders and would uniquely complement SDI's steel production, coating, metals recycling, and building products platforms. The proposed transaction is also closely aligned with SDI's capital allocation and credit profile framework.

SGH and SDI look forward to productive engagement with BSL to progress our customary due diligence requirements, transaction documentation and to a successful completion of the acquisition.

SGH and SDI's NBIO is subject to customary regulatory approvals, and they do not believe there are any material obstacles in obtaining the relevant approvals. The proposal is subject to customary conditions, including completion of satisfactory due diligence, agreement of a binding scheme implementation deed, and receipt of relevant shareholder and regulatory approvals.

SGH will provide further updates to the market as material developments occur in accordance with ASX disclosure obligations. SGH is unaware of any other matters requiring disclosure according to the ASX listing rules and confirms adherence to ASX Listing Rule 3.1. This announcement has been authorised by the SGH Board for release to the ASX and NASDAQ by SDI.

Forward-looking statements

This press release contains some predictive statements about future events. These statements, which we generally precede or accompany by such typical conditional words as "anticipate", "intend", "believe", "estimate", "plan", "seek", "project", or "expect", or by the words "may", "will", or "should", are intended to be made as "forward-looking", subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements.

Discussions with BSL in relation to the NBIO remain incomplete and ongoing. SGH and SDI have made no final decision to make a binding proposal, and notes there is no certainty that the NBIO will result in a transaction.

___________________
1	Based on a pre-adjusted offer price of A$34.00 per share, reduced by A$1.65 / share for the BSL A$1.00 unfranked special dividend declared 14 January 2026 (ex-dividend date 20 January 2026) and A$0.65 unfranked interim dividend declared 16 February 2026 (ex-dividend date 20 February 2026).
2	Based on BSL's closing share price of A$23.66 per share on 11 December 2025, less A$1.65 per share as described in Footnote 1.
3	Adjusted for dividends as described in Footnote 1.
4	Based on BSL's 52-week VWAP of A$22.44 per share up to and including 11 December 2025, less A$1.65 per share as described in Footnote 1.
5	Based on BSL's 15-year high of A$26.15 per share up to and including 11 December 2025, less A$1.65 per share as described in Footnote 1.

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SOURCE Steel Dynamics, Inc.

FAQ

Did Steel Dynamics (STLD) and SGH offer cash to buy BlueScope on Feb 17, 2026?

Yes. SGH and Steel Dynamics submitted a best-and-final all-cash offer of A$32.35 per BSL share on Feb 17, 2026. According to SGH and SDI the offer values BlueScope at A$15 billion (US$11 billion) and implies meaningful premiums to multiple trading benchmarks.

What does the A$32.35 per-share proposal mean for STLD shareholders?

Direct answer: The proposal could expand SDI's scale and product mix by acquiring BlueScope's North American operations. According to SGH and SDI this on-sale would complement SDI's steel, coating, recycling, and building products platforms and align with SDI's capital allocation framework.

What conditions and approvals must STLD and SGH satisfy to complete the BlueScope acquisition?

The offer is conditional: customary due diligence, a binding scheme implementation deed, shareholder approvals, and regulatory clearances. According to SGH and SDI they do not expect material obstacles but completion remains subject to those customary conditions.

How is the A$32.35 per-share figure adjusted for dividends in the proposal?

The A$32.35 equals A$34.00 less A$1.65 in dividends (A$1.00 special and A$0.65 interim). According to SGH and SDI the stated deductions reflect declared unfranked dividends that reduce the effective offer per share.

What will happen to BlueScope's North American business if the STLD-SGH deal completes?

Planned outcome: SGH would on-sell BlueScope's North American operations to Steel Dynamics after closing. According to SGH and SDI SGH would retain Australia + Rest of World while SDI would acquire the North American assets to integrate with its platforms.