SGH and Steel Dynamics confirm the submission of a NBIO to acquire BlueScope Steel Ltd

Rhea-AI Summary

SGH and Steel Dynamics (STLD) submitted a Non-Binding Indicative Offer on 5 January 2026 to acquire BlueScope (BSL) via a scheme of arrangement for AUD $30.00 per share (USD $20.041), implying an equity value of AUD $13.2 billion. The proposal contemplates SGH retaining Australia + ROW assets and SDI acquiring North American operations. The offer carries stated premiums (27–33%) and valuation multiples (18.6x EV/FY25A EBIT; 9.5x EV/FY25A EBITDA) and is subject to due diligence, approvals, and customary conditions.

Positive

• AUD $30.00 per share all-cash offer
• AUD $13.2 billion total equity value
• 27–33% premium to recent BSL prices
• North American assets aligned with SDI platforms

Negative

• Proposal is conditional on due diligence and approvals
• Offer price reduced by dividends after 12 Dec 2025
• No certainty the Proposal will complete

News Market Reaction

+0.53%

1 alert

+0.53% News Effect

On the day this news was published, STLD gained 0.53%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Offer price (AUD): AUD$30.00 per share Offer price (USD): USD$20.041 per share Equity value (AUD): AUD$13.2 billion +5 more

8 metrics

Offer price (AUD) AUD$30.00 per share Proposed cash consideration for each BSL share

Offer price (USD) USD$20.041 per share USD equivalent of proposed BSL offer price

Equity value (AUD) AUD$13.2 billion Total equity value implied for BSL

Equity value (USD) USD$8.8 billion USD equivalent total equity value for BSL

Premium to close 27% premium Versus BSL closing share price at NBIO submission

EV / FY25A EBIT 18.6x Valuation multiple implied by the proposal

EV / FY25A EBITDA 9.5x Valuation multiple implied by the proposal

Exclusivity term 12 months Exclusivity agreement between SGH and SDI

Market Reality Check

Price: $202.39 Vol: Volume 1,744,398 vs 20-da...

normal vol

$202.39 Last Close

Volume Volume 1,744,398 vs 20-day average 1,252,850 (relative volume 1.39x) normal

Technical Price 171.83 is trading above 200-day MA at 138.97, near 52-week high 178.36

Peers on Argus

STLD is up 3.9% while key peers are mixed to slightly negative: NUE -1.1%, MT -0...

STLD is up 3.9% while key peers are mixed to slightly negative: NUE -1.1%, MT -0.11%, PKX -0.11%, with modest gains in RS +0.23% and GGB +0.52%, indicating a stock-specific move.

Historical Context

5 past events · Latest: Dec 17 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 17	Earnings guidance	Neutral	+2.1%	Updated Q4 2025 EPS outlook with lower sequential profitability expectations.
Dec 01	Acquisition close	Positive	+0.0%	Completed acquisition of remaining 55% in New Process Steel, key flat roll customer.
Nov 21	Debt offering	Positive	+3.3%	Issued new notes and refinanced 2026 debt, extending maturities and funding purposes.
Nov 11	Leadership change	Neutral	-0.0%	Appointed new head of metals recycling and President of OmniSource.
Nov 07	Dividend declaration	Positive	-0.6%	Declared <b>$0.50</b> Q4 2025 cash dividend for shareholders of record Dec 31.

Pattern Detected

Recent news, including acquisitions and capital markets activity, has generally seen modest positive price alignment, with dividend news showing the only clear divergence.

Recent Company History

Over the last few months, Steel Dynamics issued earnings guidance for Q4 2025, completed a New Process Steel buyout, refinanced debt, made leadership changes, and declared a $0.50 Q4 dividend. Price reactions to guidance, debt offering, and acquisition updates were slightly positive, while leadership and dividend news had minimal impact. Against this backdrop, today’s acquisition-related announcement involving BlueScope fits an ongoing strategy of expanding through targeted deals and capital structure optimization.

Market Pulse Summary

This announcement outlines a proposed cash acquisition of BlueScope Steel with an implied equity val...

Analysis

This announcement outlines a proposed cash acquisition of BlueScope Steel with an implied equity value of AUD$13.2 billion and rich valuation multiples, alongside a planned split of its global operations between SGH and Steel Dynamics. Investors may watch for due diligence outcomes, regulatory review, and financing structure details, comparing this larger transaction to Steel Dynamics’ prior New Process Steel acquisitions and recent capital markets activity.

Key Terms

non-binding indicative offer, scheme of arrangement, enterprise value, ebit, +2 more

6 terms

non-binding indicative offer financial

"SGH Ltd (ASX: SGH) confirms it has submitted a Non-Binding Indicative Offer (NBIO)"

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.

scheme of arrangement regulatory

"to acquire 100% of BlueScope Steel Ltd (ASX: BSL) by way of a scheme of arrangement"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

enterprise value financial

"18.6x EV / FY25A EBIT and 9.5x EV / FY25A EBITDA"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

ebit financial

"18.6x EV / FY25A EBIT and 9.5x EV / FY25A EBITDA"

EBIT (Earnings Before Interest and Taxes) measures a company's profit from normal business operations after paying direct running costs but before subtracting interest on debt and income taxes. Think of it as how well a store does at selling its goods once everyday expenses are covered, ignoring loan payments and tax bills. Investors use EBIT to compare operational performance across companies without the distortion of different financing or tax situations.

ebitda financial

"18.6x EV / FY25A EBIT and 9.5x EV / FY25A EBITDA"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

volume-weighted average share price financial

"33% premium to BSL's 3-month volume-weighted average share price3"

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.

AI-generated analysis. Not financial advice.

FORT WAYNE, Ind., Jan. 5, 2026 /PRNewswire/ --

6 January 2026 AEDT / 5 January 2026 EST

Company Announcements Office 
Australian Securities Exchange Limited 
20 Bridge Street 
SYDNEY NSW 2000 

Overview 

In response to media speculation, SGH Ltd (ASX: SGH) confirms it has submitted a Non-Binding Indicative Offer (NBIO), together with Steel Dynamics, Inc. (SDI) (NASDAQ/GS: STLD), for SGH to acquire 100% of BlueScope Steel Ltd (ASX: BSL) by way of a scheme of arrangement (the Proposal). 

If the Proposal is implemented and following the transaction close, SGH would on-sell BSL's North American operations to SDI, which include BSL's North Star Flat Rolled Steel Mill and Building and Coated Products North America businesses. SGH would retain the remaining BSL "Australia + Rest of World" operations, including Australian Steel Products, Asia Coated Products, and New Zealand and Pacific Islands businesses.

Compelling opportunity to realise a material uplift in value

The Proposal provides BSL shareholders with an immediate, certain opportunity to realise a material uplift in value. The Proposal to acquire BSL's shares for a wholly cash consideration of AUD$30.00 (USD$20.04¹) per share represents a compelling value proposition and highly attractive premium for BSL shareholders, being:

• 27% premium to BSL's closing share price as at the submission of the NBIO²;
• 33% premium to BSL's 3-month volume-weighted average share price³;
• 33% premium to BSL's 52-week volume-weighted average share price⁴;
• 15% premium to BSL's 15-year high share price⁵; and
• 18.6x EV / FY25A EBIT and 9.5x EV / FY25A EBITDA⁶.

The consideration represents a total equity value for BSL of AUD$13.2 billion (USD$8.8 billion¹). SGH and SDI do not envisage any material obstacles in obtaining the relevant regulatory approvals required, which are customary for an acquisition of this nature. SGH and SDI have also entered into a 12-month exclusivity agreement with each other and have committed significant resources to progress this transaction. In line with transactions of this nature, the Proposal price will be reduced by the quantum of any cash dividends paid by BSL to its shareholders after 12 December 2025 (the NBIO submission date).

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 and SDI note there is no certainty that the Proposal will result in a transaction.

Transaction rationale

SGH and SDI believe that BSL's independent enterprises in Australia + Rest of World and North America are not strategically compatible and would benefit as stand-alone businesses under new ownership. SGH is a leading Australian diversified operating business focused on industrial services and energy. SDI is the largest metals recycler, second largest producer of steel joist and deck, and the fourth largest steel producer in North America.

The proposed acquisition would deliver compelling value for BSL's shareholders, and significant benefits for BSL's other stakeholders, including team members and local communities. Both SGH and SDI's balance sheets are supported by consistent outperformance and creation of long-term value. In this context, there are substantial benefits to all BSL stakeholders from: (i) a strategic combination of BSL's North American business with SDI, and (ii) the creation of a standalone BSL Australia + Rest of World business, supported by capital and industrial backing from SGH.

SGH is proposing to offer one, potentially two, Board positions on the SGH Board for BSL current directors to maintain continuity and ensure effective knowledge transfer. Furthermore, it is SGH's intent to retain key BSL management responsible for the Australian business activity, and SDI's intent is to also retain key BSL management responsible for the North American businesses.

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. BSL's North American businesses strongly complement SDI's existing steel, steel fabrication, and metals recycling operating platforms.

Ryan Stokes, Managing Director & Chief Executive Officer of SGH says: "We believe BlueScope's Australian business is a strong strategic fit for SGH and we have a proven track record of driving performance improvement in domestic industrial businesses. We intend to leverage our disciplined operating model and capital allocation approach to deliver better outcomes for stakeholders."

Mark Millett, Co-Founder, Chairman, and Chief Executive Officer of Steel Dynamics says: "We believe the acquisition of BlueScope's North American Assets will be highly complementary to our existing operations and further expands our capabilities domestically. The combination of BSL's North American teams and assets with SDI would be an excellent fit in every sense and create value for all stakeholders."

Funding

SGH's prudent capital allocation model and highly cash generative industrial businesses have established strong support from debt markets over the last decade. SDI's capital foundation and credit metrics are similarly among the strongest globally, with its commitment to investment grade credit ratings and broad access to deep pools of low-cost capital. Both SGH and SDI will utilise this support to fund their respective transaction contribution through existing cash reserves and available debt financing. As such, no equity will be required to be raised to fund the transaction.

Next steps

The Proposal is based on a thorough assessment of publicly available information on BSL. In forming this Proposal, SDI has drawn on its extensive knowledge of and experience in the global steel industry and SGH has drawn on its Australian industrial operational experience, knowledge and execution capabilities.

SGH and SDI look forward to engaging with BSL to progress the Proposal and have committed substantial resources to conduct confirmatory due diligence. SGH has appointed Barrenjoey and Goldman Sachs as financial advisors and Allens as legal advisor, and SDI has appointed JP Morgan as financial advisor, Ashurst as Australian legal advisor and Skadden, Arps, Slate, Meagher and Flom LLP and Barrett McNagny LLP as U.S. legal advisors.

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 Proposal 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 Proposal will result in a transaction.

¹ Based on the RBA AUD/USD currency exchange rate of 0.6680 on 5 January 2026.
² Based on BSL's closing share price of AUD$23.66 per share on 11 December 2025.
³ Based on BSL's 3-month VWAP of AUD$22.55 per share up to and including 5 January 2026.
⁴ Based on BSL's 52-week VWAP of AUD$22.63 per share up to and including 5 January 2026.
⁵ Based on BSL's 15-year high of AUD$26.15 per share up to and including 5 January 2026.
⁶ Source: BSL FY25 Annual Report. Based on shares outstanding of 440.8 million shares on a fully diluted basis, including 2.2 million of options on issue. Adjustments to enterprise value from equity value include net debt (including leases) of AUD$28.4 million, retirement obligations of AUD$3.0 million, less equity accounted associates of AUD$126.7 million and plus non-controlling interest of AUD$606.2 million.

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SOURCE Steel Dynamics, Inc.

FAQ

What price did SGH and Steel Dynamics offer for BlueScope (BSL) on January 5, 2026?

They proposed an all-cash offer of AUD $30.00 per BSL share (USD $20.041).

How much is the implied equity value of BlueScope under the AUD $30.00 offer?

The proposal implies a AUD $13.2 billion total equity value for BSL.

What happens to BlueScope's North American operations if the SGH and STLD proposal succeeds?

SDI would on-sell and acquire BSL's North American operations, including North Star mill.

Are there conditions or risks that could stop the SGH and STLD proposal for BSL?

Yes. The Proposal is subject to confirmatory due diligence, binding documentation, shareholder and regulatory approvals.

Will SGH issue new equity to fund the BlueScope transaction?

No. SGH and SDI plan to fund contributions from existing cash and available debt; no equity raise is expected.

How do the offer valuation multiples compare for BlueScope under the proposal?

The announcement cites 18.6x EV/FY25A EBIT and 9.5x EV/FY25A EBITDA.