Aperam S.A. (APAM) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition provides Aperam with its first U.S. manufacturing footprint and immediate expansion into the U.S. aerospace and industrial markets, which account for a significant portion of Universal's revenues.

• Universal's EAF-based, recycled-material production aligns with Aperam's ESG and decarbonization goals.

• The deal accelerates Aperam's value chain transformation, making alloys a major segment and supporting diversification into high-margin, less cyclical markets.

• Universal's established customer relationships and certifications accelerate entry into aerospace, shrinking certification timelines.

• No overlap in products or customers, enabling growth without restructuring or cannibalization.

Financial terms and conditions

• Aperam will acquire Universal Stainless at $45.00 per share in an all-cash, fully debt-funded transaction, representing a 19% premium to the 3-month VWAP and valuing Universal at an enterprise value of approximately $539 million.

• Valuation at 6.9x 2025e consensus EBITDA, below U.S. alloy peers.

• Bridge facility supported by five core banks at market interest rates.

• Target leverage of 1.2x net debt to EBITDA by 2025, with aggressive deleveraging plans.

• Aperam maintains its progressive dividend at €2.00/share.

Synergies and expected cost savings

• Recurring annual synergies expected at €27 million (about $30 million), ramping up over five years, with full synergy run rate expected to deliver around EUR 100 million EBITDA accretion by 2027.

• Synergies split across commercial, operating, sourcing/logistics, and SG&A optimization.

• Minimal integration costs expected due to complementary businesses.

• No plant closures or major reductions; focus is on expansion and leveraging existing investments.

• Customers benefit from a larger product portfolio, shorter lead times, and reduced supply risk.