공지 • Jan 24
Aperam S.A. (ENXTAM:APAM) completed the acquisition of Universal Stainless & Alloy Products, Inc. (NasdaqGS:USAP) from BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors LP, Magnetar Financial LLC, Minerva Advisors, LLC, Next Century Growth Investors LLC, The Vanguard Group and others.
Aperam S.A. (ENXTAM:APAM) entered into a definitive agreement to acquire Universal Stainless & Alloy Products, Inc. (NasdaqGS:USAP) from BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors LP, Magnetar Financial LLC, Minerva Advisors, LLC, Next Century Growth Investors LLC, The Vanguard Group and others for approximately $440 million on October 16, 2024. Under the terms of the agreement, Aperam will acquire all the outstanding shares of Universal for $45.00 per share in cash, which represents a premium of approximately 19% to Universal’s three-month volume-weighted average stock price as of October 16, 2024 and 10.6x trailing 12-month Adjusted EBITDA as of June 30, 2024. The payment of the purchase price is secured by the commitment of 5 core banks to enter into a bridge facility agreement. The Merger Agreement contains certain termination rights for both Universal Stainless and Aperam and further provides that, upon termination of the Merger Agreement under certain circumstances, Universal Stainless may be obligated to pay Aperam a termination fee of $14.8 million, including if the Merger Agreement is terminated. As of January 15, 2025, the target shareholders approved the deal.
Upon completion of the transaction, Universal will become a wholly owned subsidiary of Aperam and the shares of Universal common stock will cease trading on the NASDAQ stock exchange. Following the closing of the transaction, Universal will continue to do business as Universal Stainless and maintain its headquarters in Bridgeville, PA. The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the first quarter of 2025, subject to satisfaction of customary closing conditions, including receipt of regulatory approval, the expiration or termination of any waiting periods and approval by a majority of all outstanding shares of Universal common stock held by Universal stockholders at a Special Meeting to be scheduled in due course. TD Securities (USA) LLC is acting as exclusive financial advisor as well as fairness opinion provider to Universal and Jeffrey W. Acre and Michelle R. McCreery of K&L Gates LLP serving as legal counsels. TD Cowen will receive from Universal for such services an aggregate fee currently estimated to be approximately $8.1 million, of which a portion was payable in connection with TD Cowen’s opinion regardless of the conclusion reached therein and approximately $7.6 million is payable contingent upon consummation of the Merger. George Casey, Pierre-Emmanuel Perais, Yelena Nersesyan, Arnaud Coibion (Belgium) and Lauren Bachtel of Linklaters acted as legal advisors to Aperam in the transaction. Innisfree M&A Incorporated acted as proxy solicitor to Universal Stainless and will receive a fee of approximately $25,000 and reimburse it for certain out-of-pocket disbursements and expenses. Continental Stock Transfer & Trust Company acted as transfer agent to Universal Stainless. Jefferies LLC acted as financial advisor to Aperam S.A.
Aperam S.A. (ENXTAM:APAM) completed the acquisition of Universal Stainless & Alloy Products, Inc. (NasdaqGS:USAP) from BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors LP, Magnetar Financial LLC, Minerva Advisors, LLC, Next Century Growth Investors LLC, The Vanguard Group and others on January 23, 2025. With completion of the Acquisition, Universal has become a wholly owned subsidiary of Aperam and the shares of Universal common stock, previously traded under the symbol USAP, have ceased trading on the NASDAQ Stock Market. All necessary regulatory approvals required for the acquisition of Universal Stainless & Alloy Products have been obtained.