The board of BlueScope has unanimously rejected the unsolicited, non-binding, indicative and conditional takeover proposal received from a consortium comprising SGH Limited and Steel Dynamics, Inc.
The takeover proposal offered to acquire all of the shares in BlueScope by way of a scheme of arrangement at a price of $30 cash per share, less the value of future dividends paid by BlueScope. Given the time required to implement any takeover of BlueScope, the effective value of the proposal for BlueScope shareholders would be less than $30 per share, with all upside value for the sole benefit of the consortium. The takeover proposal was subject to numerous conditions, including the consortium undertaking extensive due diligence on the Company on an exclusive basis and securing significant debt financing.
The board unanimously rejected the takeover proposal on the basis that it very significantly undervalued BlueScope.
BlueScope chair, Jane McAloon, said, “Let me be clear – this proposal was an attempt to take BlueScope from its shareholders on the cheap. It drastically undervalued our world-class assets, our growth momentum, and our future – and the board will not let that happen.
“This is the fourth time we’ve said no, and the answer remained the same – BlueScope is worth considerably more than what was on the table.”
The consortium’s takeover proposal failed to adequately recognize the value of BlueScope’s assets and comes at a time of lower steel spreads in Asia. If steel spreads and FX rates reverted to historical average levels, this would be expected to generate an additional $400 to $900 million of EBIT per annum relative to FY2025.
The takeover proposal also failed to adequately reflect the value expected to be delivered from various initiatives, including:
The acceleration in free cash generation as the current $2.3 billion capital program is completed,
The targeted $500 million per annum earnings uplift from growth initiatives and investments well underway,
BlueScope’s ongoing business improvement initiatives, including the $200 million of cost and productivity improvements expected to be delivered in FY2026, and
The monetization of BlueScope’s 1,200 hectare land portfolio, now being rezoned and developed.
The takeover proposal also fails to appropriately value the significant synergies and other benefits available to the consortium. Further, given the consortium are seeking to debt-fund the takeover, and BlueScope had virtually no net debt at FY2025, the bidders are seeking to use BlueScope’s balance sheet to help fund their opportunistic takeover proposal.
The board of BlueScope previously considered and unanimously rejected three separate unsolicited approaches. In late 2024, a different Steel Dynamics-led consortium offered $27.50 and then $29.00 per share for all of BlueScope. In both proposals, Steel Dynamics would have acquired BlueScope’s North American businesses.
In early 2025, Steel Dynamics offered to acquire all of BlueScope, retain its North American operations and distribute the non-North American assets to BlueScope shareholders, valuing North America at $24 per share and asserting the value of the remaining assets to be at least $9 per share.
These approaches were rejected as they significantly undervalued BlueScope and its future prospects, and presented significant execution risk in relation to regulatory outcomes. The Board of BlueScope continues to optimize value for its shareholders across all of its businesses and regularly assesses all options to accelerate realization of this value.
Published March 2026
