BlueScope Steel Limited (ASX: BSL) has formally responded to a revised non-binding indicative proposal from a consortium comprising SGH Limited (ASX: SGH) and Steel Dynamics, Inc. (NASDAQ: STLD). The BlueScope takeover offer, revised on 18 February 2026, proposes to acquire all shares in BlueScope Steel Limited.
Figure 1: BlueScope Steel corporate building [Source: BlueScope Steel]
The BlueScope Steel takeover news confirms the Board has carefully assessed the revised proposal, obtained input from management, sought external advice and spoken with a number of shareholders.
Board Chair Jane McAloon wrote directly to SGH Managing Director and CEO Ryan Stokes and Steel Dynamics Co-Founder, Chairman and CEO Mark D. Millett on 26 February 2026, setting out the Board’s position and the basis on which it would consider further engagement.
BlueScope Acquisition Update: The Board’s View on Offer Price
The headline BlueScope takeover offer is $34.00 per share, but this includes $1.65 per share in dividends already paid. After adjusting for these payments, the Board assessed the effective acquisition price at $32.35 per share.
With BlueScope planning total distributions of $3.00 per share in calendar year 2026, the Board estimates the scheme consideration would fall to $31.00 per share, and potentially lower if the transaction completes in 2027.
BlueScope Steel Takeover News: Board Rejects Valuation as Insufficient
The Board’s position on valuation is unambiguous. It previously rejected a proposal from Steel Dynamics in which an implied value of $33.00 per share was stated. It also rejected the Consortium’s initial $30.00 per share proposal dated 12 December 2025 as very significantly undervaluing the Company.
Figure 2: BlueScope Steel North Star manufacturing facility in the United States [Source: BlueScope Steel]
The BlueScope acquisition update from the Board states that the Revised Proposal does not adequately address valuation concerns. The offer price is not sufficient for the Board to recommend a scheme of arrangement to shareholders. Despite the Consortium describing its revised offer as “best and final”, the Board noted there are various ways to increase the value BlueScope shareholders could receive.
BlueScope Takeover Offer Conditions Described as Onerous and Inappropriate
Beyond price, the Board raised significant concerns about the conditions attached to the Revised Proposal. These included:
- A requirement for “hard” exclusivity covering no-shop, no-talk, no-due-diligence and notification and matching rights from the date of any process, extending for 30 days after the Consortium was granted access to a substantially populated data room
- A requirement for the Board to confirm its intention to unanimously recommend the Revised Proposal prior to the Consortium commencing due diligence
Figure 3: Jane McAloon, Chair of BlueScope Steel Limited [Source: BlueScope Steel]
The Board said the conditions were inappropriate, noting it cannot recommend a deal before the Consortium decides to proceed. It also cited Takeovers Panel guidance that hard exclusivity at the non-binding stage should be granted only in exceptional circumstances.
BlueScope Acquisition Update: North America On-Sale and Financing Concerns
The BlueScope Steel takeover news involves a structure under which SGH would acquire BlueScope and then on-sell the North American businesses, assets, employees and liabilities to Steel Dynamics post-closing. The Board raised two specific concerns about this arrangement:
- First, the Board has twice asked the Consortium to disclose the value attribution between BlueScope’s North American operations and its Rest of World operations. On both occasions, the Consortium declined to provide this information.
- Second, on financing, the Revised Proposal states it is “not subject to a financing condition”, yet the letters from J.P. Morgan and ANZ attached to the proposal are non-binding and highly conditional.
Share Price Performance
BlueScope Steel Limited (ASX: BSL) last traded at $27.220 per share. The 52-week range is $18.980 to $31.630 per share. Market capitalisation is approximately $12.42 billion.
Figure 4: BlueScope Steel Limited (ASX: BSL) one-year share price performance chart [Source: ASX]
Investor Outlook
The Board has left the door open to further engagement, but only on its terms. Investors will be watching for:
- Whether the Consortium responds with a revised and higher offer price
- Disclosure of the value attribution between North American and Rest of World operations
- Clarification on whether the North American on-sale to Steel Dynamics is a condition of the scheme
- Confirmation of binding financing commitments from J.P. Morgan and ANZ
- Whether the Consortium agrees to engage on a non-exclusive basis
- The Takeovers Panel’s potential involvement if conditions escalate
Frequently Asked Questions
Q1. What is the BlueScope Steel takeover news?
Ans. The BlueScope takeover offer is a revised non-binding indicative proposal from SGH Limited and Steel Dynamics to acquire all shares in BlueScope Steel.
Q2. Why did the BlueScope Board reject the revised proposal?
Ans. The Board rejected the BlueScope takeover offer due to an insufficient effective price after dividends, onerous conditions, and a lack of disclosure on North American asset valuation.
Q3. What is the effective price per share under the BlueScope acquisition update?
Ans. Under the BlueScope acquisition update, the Board assessed the effective scheme consideration at $31.00 per share after deducting $3.00 per share in announced 2026 distributions from the $34.00 headline price.
Q4. Is BlueScope Steel completely ruling out a transaction?
Ans. No. The BlueScope Steel takeover news confirms the Board remains open to a transaction that reflects fair value, subject to improved pricing and terms.
