SAULT STE. MARIE, Ontario — Algoma Steel Group Inc. (NASDAQ: ASTL; TSX: ASTL) (“Algoma” or the “Company”) announced that the Ontario Securities Commission (the “OSC”) has granted an exemptive relief order (the “Relief Order”) exempting Algoma from complying with the requirement that Algoma first takes up all of its common shares (the “Shares”) deposited under its currently underway substantial issuer bid (the “Offer”) before extending the expiration date of the Offer, if Algoma ultimately determines to extend the Offer in the circumstance where the Offer is undersubscribed.
The Offer by Algoma is being made by way of a “modified Dutch Auction”, allowing shareholders who choose to participate in the Offer to individually select the price, within a price range of not less than US$8.75 and not more than US$10.25 per Share (in increments of US$0.10 per Share), at which they will tender their Shares to the Offer. Upon expiry of the Offer, Algoma will determine the lowest purchase price (which will not be more than US$10.25 per Share and not less than US$8.75 per Share) that will allow it to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding US$400 million. Please refer to the Company’s press release dated June 21, 2022 for further details regarding the Offer.
The Offer is not conditional upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions described in the tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal for registered shareholders and related documents, filed by Algoma with the United States Securities and Exchange Commission (the “SEC”), and a separate issuer bid circular (the “Bid Circular”), letter of transmittal for registered shareholders and related documents, filed by Algoma with Canadian securities regulatory authorities, available under the Company’s profile on EDGAR at www.sec.gov. and SEDAR at www.sedar.com, respectively.
The Offer is currently open for acceptance until 5:00 PM (Eastern time) on July 27, 2022 (the “Expiration Date”), unless withdrawn, extended or varied by Algoma. The Company reserves the right, in its sole discretion (i) to terminate the Offer and not take up and pay for any Shares not theretofore taken up and paid for upon the occurrence of certain events and (ii) at any time or from time to time prior to the Expiration Date, to amend the Offer in any respect, including increasing or decreasing the number of Shares the Company may purchase or the range of prices it may pay pursuant to the Offer, subject to compliance with applicable securities legislation.
As set out in Bid Circular, Algoma applied for exemptive relief from the OSC to permit Algoma to extend the Offer in circumstances in which all of the terms and conditions of the Offer have either been satisfied or waived by Algoma, without first taking up Shares which have been deposited (and not withdrawn) before the Offer’s expiry date (the “Extension Relief”). On July 15, 2022, the OSC granted Algoma the Relief Order providing the Extension Relief which will allow Algoma to, subject to the conditions in the Relief Order, elect to extend the Offer without first taking up all the Shares deposited and not withdrawn under the Offer.
At this time, Algoma has not yet determined if it will extend the Offer, and the expiration of the Offer remains the Expiration Date, which for greater certainty is July 27, 2022. Algoma will determine whether it will extend the expiration of the Offer beyond the Expiration Date once it determines how many Shares have been tendered (and not withdrawn) under the Offer, and considers all relevant circumstances. In the event the Offer is extended, Algoma will provide a further news release disclosing the details of such extension.
Algoma has engaged BMO Nesbitt Burns Inc. and BMO Capital Markets Corp. to act as financial advisors and dealer managers (the “Dealer Managers”) for the Offer and TSX Trust Company to act as depositary (the “Depositary”). Any questions or requests for information regarding the Offer may also be directed to the Dealer Managers or the Depositary.
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