Highlights

  • SGH and Steel Dynamics submitted a non-binding indicative offer to acquire BlueScope Steel for AUD 30.00 per share, valuing the company at AUD 13.2 billion.
  • The proposal includes a post-acquisition divestment of BlueScope’s North American operations to Steel Dynamics.
  • The offer represents premiums of up to 33% to BlueScope’s recent trading averages and is subject to due diligence and regulatory approvals.

SGH Ltd (ASX:SGH), in partnership with Steel Dynamics, Inc. (NASDAQ: STLD), has confirmed the submission of a non-binding indicative offer (NBIO) to acquire 100% of BlueScope Steel Ltd (ASX:BSL) via a proposed scheme of arrangement. The announcement follows market speculation and outlines the structure, valuation, and conditions attached to the proposed transaction.

Indicative Proposal Details

The proposal involves a wholly cash consideration of AUD 30.00 per BlueScope share, valuing the company’s equity at approximately AUD 13.2 billion. Under the proposed structure, SGH would acquire BlueScope Steel in full and subsequently divest BlueScope’s North American operations to Steel Dynamics following transaction completion.

The North American assets include the North Star Flat Rolled Steel Mill and the Building and Coated Products North America businesses. SGH would retain BlueScope’s Australia and Rest of World operations, comprising Australian Steel Products, Asia Coated Products, and New Zealand and Pacific Islands businesses.

Offer Premiums and Valuation Metrics

The indicative offer represents a 27% premium to BlueScope’s closing share price of AUD 23.66 on 11 December 2025. It also reflects a 33% premium to both the three-month and 52-week volume-weighted average prices, and a 15% premium to the company’s 15-year high share price of AUD 26.15.

On a valuation basis, the proposal implies 18.6x EV/FY25 EBIT and 9.5x EV/FY25 EBITDA, based on BlueScope’s FY25 annual results and fully diluted shares outstanding.

Any cash dividends paid by BlueScope after 12 December 2025 would result in a corresponding reduction to the offer price.

Conditions and Transaction Structure

The proposal remains non-binding and is subject to customary conditions, including confirmatory due diligence, execution of a binding scheme implementation deed, and receipt of shareholder and regulatory approvals. SGH and Steel Dynamics have entered into a 12-month exclusivity agreement to progress the transaction.

Both parties have indicated that funding for the transaction would be sourced from existing cash reserves and available debt facilities, with no equity raising required.

Governance, Management, and Next Steps

The proposal includes provisions for board continuity, with SGH proposing to offer one or two board positions to current BlueScope directors. SGH and Steel Dynamics have also indicated their intention to retain key management teams across the Australian and North American businesses.

SGH has appointed Barrenjoey and Goldman Sachs as financial advisers and Allens as legal adviser, while Steel Dynamics has appointed JP Morgan and multiple legal advisers across Australia and the United States.

BSL shares were trading over 20% higher at AUD 29.450 per share at the time of writing on 6 January 2026.