Cleveland-Cliffs CEO confident of Ottawa’s approval on proposed Stelco acquisition

Cleveland-Cliffs Inc. chief executive officer Lourenco Goncalves signalled he is confident of obtaining Canadian government approval to buy Canadian steel maker Stelco Holdings Inc. a little more than a week after Ottawa tightened its foreign takeover rules.

The Cleveland-based steel giant announced its intentions on Monday to buy Hamilton-based Stelco. Cleveland-Cliffs is offering $60 a share and 0.454 of its stock for each Stelco share. The buyout is worth $70 a share, an 89-per-cent premium on Stelco’s $36.97 close on Friday and puts an enterprise value on the company of $3.4-billion.

The deal will be subject to both a national security and net benefit review by the federal government. Ottawa’s recent review of Glencore PLC’s acquisition of the coal business of Teck Resource Ltd. took eight months.

Mr. Goncalves in a conference call with analysts on Monday said he doesn’t expect a similarly lengthy and drama-filled process in Ottawa’s review of the Stelco deal.

He said he expects the transaction to be approved quickly, and added that calls about the deal with Canadian federal and provincial officials, which started on Sunday and will continue this week, have gone well.

“We’re in good shape,” he said. “We are covered by not only a legal opinion, but a legal strategy to get this thing done and done fast.”

Just over a week ago, the Canadian federal government said it would only approve acquisitions of major Canadian critical minerals companies under the most exceptional circumstances.

While high purity iron used in steel making is a critical mineral, steel itself is not classified as such in Canada.

The steel sector, however, is seen as a strategic industry for the West. In the United States, the recent proposed acquisition of US Steel by Japan’s Nippon Steel fired up President Joe Biden. He vowed to block the acquisition, saying that it was important that US Steel remain domestically owned.

Stelco operates the Lake Erie Works steel plant and Hamilton Works, both in Ontario. The company is a major supplier to the automotive sector.

While Ottawa recently approved Glencore’s US$6.9-billion acquisition of the steel-making coal business of Teck, that was only after it imposed a long list of legally binding conditions, some of which are in place for more than 25 years. Those conditions include long-term guarantees regarding jobs, retaining a Canadian head office for a decade, and maintaining two-thirds representation of Canadians in executive and senior management jobs.

Cleveland-Cliffs on Monday said that while there will be layoffs in the upper management level at Stelco, it said there will be no impact on union jobs. Cleveland-Cliffs has also said that David McCall, international president of the United Steelworkers union, had given his approval to the deal.

Cleveland-Cliffs in a press release said it will retain Canadian representation on the management team, but did not specify the amount.

Stelco’s three biggest shareholders, representing about 45 per cent of its shares, including Fairfax Financial Holdings have agreed to vote for the deal.

Cleveland-Cliffs is buying Stelco at a time when the steel market has been soft and its share price has underperformed. Its stock is trading about half of what it was compared to its April 2022 peak, and about 25 per cent below what it was trading at as recently as April.

Mr. Goncalves argued he is acquiring a fantastic company at the bottom of the market.

“It’s a good thing to buy low and sell high. Others do the opposite. That’s bad stuff.”

Shares in Stelco jumped by 72 per cent in early trading on the Toronto Stock Exchange while shares in Cleveland-Cliffs were flat on the New York Stock Exchange.

Mr. Goncalves said the deal should deliver about US$120-million in annual cost savings.