We are advising Cleveland-Cliffs on the acquisition

Davis Polk is advising Cleveland-Cliffs Inc. on its $2.5 billion acquisition Stelco Holdings Inc. Under the terms of the agreement, Stelco shareholders will receive C$60.00 per Stelco common share in cash and 0.454 shares of Cleveland-Cliffs common stock per share of Stelco common stock, representing a total consideration of C$70.00 per Stelco share. The transaction is expected to close in the fourth quarter of 2024, subject to approval by Stelco shareholders, receipt of regulatory approvals and satisfaction of other customary closing conditions.

Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cleveland-Cliffs also is the largest manufacturer of iron ore pellets in North America. Cleveland-Cliffs is vertically integrated from mined raw materials, direct reduced iron and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products.

Stelco is a low cost, integrated and independent steelmaker based in Hamilton, Ontario, with one of the newest and most technologically advanced integrated steelmaking facilities in North America. Stelco produces flat-rolled value-added steels, including premium-quality coated, cold-rolled and hot-rolled steel products, as well as pig iron and metallurgical coke. With first-rate gauge, crown and shape control, as well as uniform through-coil mechanical properties, Stelco’s steel products are supplied to customers in the construction, automotive, energy, appliance, and pipe and tube industries across Canada and the United States, as well as to a variety of steel service centers, which are distributors of steel products.

The Davis Polk corporate team includes partners James P. Dougherty and Michael Gilson and associate Alex Sanders. Partner Scott M. Herrig, counsel Roxanne Walton and associate Christina C. Bell are providing finance advice. Partner Shane Tintle is providing capital markets advice. Partner Kara L. Mungovan is providing tax advice. Partner Veronica M. Wissel is providing executive compensation advice. Partner Howard Shelanski is providing antitrust and competition advice. Members of the Davis Polk team are based in the New York and Washington DC offices.

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