Ternium to Acquire Nippon Groups' Remainder Participation in Usiminas' Control Group

Rhea-AI Summary

Ternium (NYSE:TX) announced that subsidiary Ternium Investments agreed to buy Nippon Steel and Mitsubishi's remaining participations in Usiminas' control group at $2.06 per ordinary share, totaling approximately $315.2 million for 153.1 million shares.

The purchase would raise Ternium's participation in the Usiminas control group from 51.5% to 83.1%, and together with Ternium Argentina and Confab (Tenaris affiliate) the T/T group would hold 92.9% of the control group; Previdência Usiminas will retain 7.1%. The transaction is subject to Brazil antitrust approval and will be financed with cash on hand.

Positive

• Purchase price fixed at $2.06 per ordinary share
• Aggregate cash consideration of approximately $315.2 million
• Control stake rises from 51.5% to 83.1% in Usiminas control group
• T/T group control increases to 92.9% of the control group
• Financing via cash on hand (no immediate equity dilution)

Negative

• Transaction is subject to Brazil antitrust approval, creating closing risk
• $315.2 million cash outflow will reduce Ternium's liquidity position

LUXEMBOURG, LU / ACCESS Newswire / November 5, 2025 / Ternium S.A. (NYSE:TX) announced today that its subsidiary Ternium Investments S.à r.l. has entered into a share purchase agreement to acquire from Nippon Steel Corporation and Mitsubishi Corporation their remainder participations in the control group of Usinas Siderúrgicas de Minas Gerais S.A. - USIMINAS ("Usiminas"), at the price per ordinary share that the parties had agreed upon for the option transaction contemplated in the new Usiminas shareholders agreement entered into on July 3, 2023. Pursuant to the transaction, Ternium would pay $2.06 per ordinary share, which would result in an aggregate purchase price of approximately $315.2 million in cash for 153.1 million ordinary shares, increasing its participation in the Usiminas control group from 51.5% to 83.1%. The transaction is subject to approval by Brazil's antitrust authorities and will be financed with cash on hand.

The Usiminas control group holds the majority of Usiminas' voting rights. Upon the closing of this transaction, Ternium Investments and its subsidiary Ternium Argentina, together with Confab, a subsidiary of its affiliate Tenaris S.A. (all of which compose the T/T group within Usiminas' shareholders' agreement), will hold an aggregate participation of 92.9% in Usiminas' control group. Previdência Usiminas (Usiminas employees' pension fund) will continue to hold the remainder 7.1%.

This additional investment further strengthens Ternium's commitment to Usiminas and the Brazilian steel market. Ternium will continue working to take Usiminas to its full potential, aiming to enhance its competitiveness and value in the best interest of Usiminas and all its stakeholders.

Forward Looking Statements

Some of the statements contained in this press release are "forward-looking statements". Forward-looking statements are based on management's current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to gross domestic product, related market demand, global production capacity, tariffs, cyclicality in the industries that purchase steel products, and other factors beyond Ternium's control.

About Ternium

Ternium is a leading steel producer in the Americas, providing advanced steel products to a wide range of manufacturing industries and the construction sector. We invest in low carbon emissions steelmaking technologies to support the energy transition and the mobility of the future. We also support the development of our communities, especially through educational programs in Latin America. More information about Ternium is available at www.ternium.com.

CONTACT:

Sebastián Martí
Ternium - Investor Relations
+1 (866) 890 0443
+54 (11) 4018 8389
www.ternium.com

SOURCE: Ternium S.A.

View the original press release on ACCESS Newswire

FAQ

What exactly is Ternium (TX) acquiring from Nippon Steel and Mitsubishi on November 5, 2025?

Ternium Investments agreed to buy Nippon Steel and Mitsubishi's remaining participations in Usiminas' control group for $2.06 per ordinary share, totaling about $315.2 million.

How much will Ternium's share of the Usiminas control group increase after the TX purchase?

Ternium's participation in the Usiminas control group would increase from 51.5% to 83.1%.

Will the Ternium (TX) transaction change overall control of Usiminas?

Yes; together with Ternium Argentina and Confab, the T/T group would hold 92.9% of Usiminas' control group after closing.

How will Ternium (TX) finance the Usiminas purchase and will it dilute shareholders?

The company said the transaction will be financed with cash on hand, so there is no immediate equity dilution.

What regulatory approvals does Ternium (TX) need to close the Usiminas deal?

The transaction is subject to approval by Brazil's antitrust authorities.

How many Usiminas shares is Ternium buying and what is the aggregate price?

Ternium is buying 153.1 million ordinary shares for an aggregate cash consideration of approximately $315.2 million.