BlueScope Steel said on Thursday it had replied to a revised A$15 billion takeover proposal from a consortium composed of SGH Ltd and Steel Dynamics, setting out the situations in which it would consider further discussions.
In its filing, the Sydney-listed steelmaker said the consortium's headline bid of A$34.00 per share incorporated A$1.65 in dividends that the company had already announced. That calculation implies an effective offer of A$32.35 per share, the filing said, subject to any additional dividend adjustments.
BlueScope noted that under its updated capital management framework it intends to distribute A$3.00 per share in calendar 2026. If the scheme were to complete next year, that would reduce the scheme consideration to A$31.00 per share, the company said, and it warned the effective price could be lower still if completion were pushed into 2027.
Shares of BlueScope eased on the news, slipping as much as 5% to A$26.98.
The company reiterated that the revised proposal did not resolve its valuation concerns and said the offered price remained too low for the board to recommend a scheme of arrangement to shareholders.
"The Board remains open to a transaction at a price that reflects the fair value of BlueScope," the company said in its filing.
BlueScope also pushed back on several conditions it described as onerous, including a request from the consortium for hard exclusivity and for the board to provide a recommendation prior to the completion of due diligence.
The filing said the company had sought greater clarity on a number of deal elements that it considers material: the valuation attribution between its North American operations and its rest-of-world businesses; the proposed structure for the on-sale of its North American business to Steel Dynamics; and the status of the consortium's debt financing commitments.
Contextual note: The company was explicit that additional dividend payments already planned would materially change the effective consideration that shareholders would receive under the proposed scheme, and that timing of any scheme completion is a key variable in assessing the headline offer.