Updated: BlueScope confirms unsolicited bid from SGH Ltd. and Steel Dynamics

Australian company BlueScope (BSL) has confirmed that it received an unsolicited, nonbinding and indicative proposal Dec. 12, 2025, from Australian company SGH Ltd. and U.S.-based Steel Dynamics Inc. (SDI) to acquire all shares in BSL at a price of AU$30 ($20) cash per BSL share. SDI and SGH also confirmed their joint proposal in a news release issued late the afternoon of Jan. 5. 

According to the proposal, SGH would acquire all of BSL's shares and then sell BSL's North American businesses to SDI.

In North America, BSL operates five businesses, employing around 4,000 people:

• North Star BlueScope Steel is an electric arc furnace steel mill that supplies steel products (hot-rolled coil) for customers in critical industries, including automotive, construction, manufacturing and agriculture.
• BlueScope Recycling and Materials is a full-service, ferrous and nonferrous scrap metal recycler with copper-analysis technology that it uses to deliver high-quality ferrous scrap while enhancing our sustainability strategy.
• BlueScope Coated Products provides painted metal coils and/or toll processing services that apply premium coatings to metal coils for use across a wide range of industries, including construction, appliances, HVAC, cold storage and others.
• BlueScope Buildings North America designs, develops and manufactures engineered building solutions serving the low-rise, nonresidential market across North America.
• NS BlueScope Coated Products is part of a 50/50 joint venture with Japan-based Nippon Steel Corp. (NSC). The business operates on the U.S. West Coast as Steelscape, ASC Building Products, AEP Span and ASC Steel Deck, all of which have served the construction industry for more than 50 years.

SDI and SGH say that if the proposal is implemented and following the transaction close, SGH would sell BSL's North American operations, including the North Star Flat Rolled Steel Mill and Building and Coated Products North America businesses, to SDI. SGH would retain the remaining BSL “Australia + Rest of World” operations, including Australian Steel Products, Asia Coated Products and New Zealand and Pacific Islands businesses.

The deal is subject to a number of conditions, including exclusivity, due diligence, no material adverse change in BSL's business, a unanimous recommendation from the board of BSL, approval of BSL shareholders, no further share buy-back being undertaken by BSL, final approval from the SDI and SGH boards and necessary regulatory approvals. The proposal also includes highly conditional debt funding support, according to BSL.

BSL's board, management and advisers are considering and evaluating the proposal, which includes considering the proposal relative to the company’s fundamental value, which includes:

• its portfolio of high-quality assets that generates resilient earnings and is poised for upside from the delivery of cost and productivity improvements and a return to midcycle spreads;
• the expected material increase in cash flow as the current capital pipeline is completed, working capital is released and proceeds are received from the recent India and West Dapto transactions;
• $2.3 billion being invested in sustainable earnings and growth, which will deliver a targeted $500 million per annum in additional earnings by 2030; and
• significant latent value of its extensive 1,200-hectare landholdings, which are being rezoned, developed and monetized, as evidenced by the recent West Dapto transaction in which BSL exchanged contracts with one of Australia’s largest home builders for the sale of 33 hectares of residentially zoned land that had been flagged for sale in the first half of its 2026 fiscal year. Completion is expected in the second half FY2026 for a consideration of AU$76 million.

BSL says its board is committed to optimizing value for its shareholders across all its businesses and continues to regularly assess all options to accelerate realization of this value.

The company adds that its board previously considered and unanimously rejected three separate unsolicited approaches. In late 2024, a different SDI-led consortium offered AU$27.50 ($18.42) and then AU$29 ($19.43) per share for all of BSL. In both proposals, Steel Dynamics would have acquired BSL's North American businesses.

In early 2025, SDI offered to acquire all of BSL, retain its North American operations, and distribute the non-North American assets to BSL shareholders, valuing North America at AU$24 ($16.08) per share and asserting the value of the remaining assets to be at least AU$9 ($6.03) per share.

BSL says these approaches were rejected as they “significantly undervalued BSL and its future prospects and presented significant execution risk in relation to regulatory outcomes.”

In its 2025 fiscal year, which ended June 20, 2025, BSL delivered AU$738 million ($494.4 million) in underlying earnings before interest and taxes, with a return on invested capital of 6.2 percent, with the company citing cyclically soft earnings and an increased asset base as it invested for future earnings and growth.

SDI and SGH say proposal provides BSL to the company’s closing share price as at the submission of the proposal, a 33 percent premium to its three-month volume-weighted average share price, a 33 percent premium to the company’s 52-week volume-weighted average share price and a 15 percent premium to BSL's 15-year high share price.

The consideration represents a total equity value of AU$13.2 billion ($8.8 billion), the companies say.

SGH and SDI say they do not foresee any material obstacles in obtaining the relevant regulatory approvals required, which are customary for an acquisition of this nature. SGH and SDI have also entered into a 12-month exclusivity agreement with each other and have committed significant resources to progress this transaction.

SGH and SDI note there is no certainty that the proposal will result in a transaction and add that they believe BSL's independent enterprises in Australia and the rest of world and North America are not strategically compatible and would benefit as stand-alone businesses under new ownership, with SGH being a leading Australian diversified operating business focused on industrial services and energy and SDI being the largest metals recycler, second largest producer of steel joist and deck and the fourth largest steel producer in North America.

“The proposed acquisition would deliver compelling value for BSL’s shareholders, and significant benefits for BSL’s other stakeholders, including team members and local communities. Both SGH and SDI’s balance sheets are supported by consistent outperformance and creation of long-term value. In this context, there are substantial benefits to all BSL stakeholders from: (i) a strategic combination of BSL’s North American business with SDI, and (ii) the creation of a standalone BSL Australia + Rest of World business, supported by capital and industrial backing from SGH.”

SGH is proposing to offer one, potentially two, board positions on the SGH Board for BSL current directors to maintain continuity and ensure effective knowledge transfer. Furthermore, it is SGH’s intent to retain key BSL management responsible for the Australian business activity, and SDI’s intent is to also retain key BSL management responsible for the North American businesses.

Ryan Stokes, managing director and chief executive officer of SGH says: “We believe BlueScope’s Australian business is a strong strategic fit for SGH, and we have a proven track record of driving performance improvement in domestic industrial businesses. We intend to leverage our disciplined operating model and capital allocation approach to deliver better outcomes for stakeholders.”

Mark Millett, co-founder, chairman and CEO of SDI adds, “We believe the acquisition of BlueScope’s North American Assets will be highly complementary to our existing operations and further expands our capabilities domestically. The combination of BSL’s North American teams and assets with SDI would be an excellent fit in every sense and create value for all stakeholders.“

SGH and SDI say they will fund their respective transaction contributions through existing cash reserves and available debt financing, with no need to raise equity to fund the transaction.

SGH and SDI say they look forward to engaging with BSL to progress the proposal and have committed resources to conduct confirmatory due diligence. SGH has appointed Barrenjoey and Goldman Sachs as financial advisors and Allens as legal advisor, and SDI has appointed JP Morgan as financial advisor, Ashurst as Australian legal advisor and Skadden, Arps, Slate, Meagher and Flom LLP and Barrett McNagny LLP as U.S. legal advisors.

*This item was updated Jan. 5, 2026. in the evening to reflect SGH and SDI's confirmation of the proposal.