Good day, and thank you for standing by. Welcome to the Universal Stainless conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a brief question-and-answer session. To ask a question during this session, you will need to press star one one on your telephone. You will then hear an automated message advising that your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to turn the conference over to June Filingeri. Please go ahead. Thank you. Good morning. This is June Filingeri of Comm- Partners, and I also would like to welcome you to the Universal Stainless conference call and webcast. With us for management today are Chris Zimmer, President and Chief Executive Officer, and John Arminas, Vice President and General Counsel. Before I turn the call over to management, let me quickly review procedures. After management has made formal remarks, we will have a brief Q&A session. The conference operator will review procedures for asking a question at that time. As always, I must remind you that the comments made today may contain forward-looking statements. These statements are not guarantees of future performance and involve risks, assumptions, and uncertainties that may cause actual results to be materially different from those indicated or anticipated by these forward-looking statements. We encourage you to read the press release issued today, the proxy materials to be sent to Universal stockholders in connection with the transaction, and Universal's other filings with the SEC for a discussion of the risks that can affect the transaction between Universal and Aperam and Universal's business. Universal does not assume any obligation, nor does it intend to publicly update or revise any forward-looking statements, whether as a result of new information, changed circumstances, or unanticipated events, except as may be required by law. This conference call is for informational purposes only and shall not constitute the solicitation of any proxy concerning the proposed business combination or otherwise. Proxies may only be solicited by means of the proxy materials to be provided to Universal stockholders in connection with the transaction. Please refer to the press release for our complete safe harbor statement. With these formalities complete, I would now like to turn the call over to Chris Zimmer. Chris, we are ready to begin. Thank you, June. Good morning, and thank you for joining us. We've reached a major milestone in the thirty-year history of Universal Stainless. I'm very pleased to report that we signed a definitive agreement to be acquired by Aperam, a global leader in stainless specialty steel solutions and recycling, with complementary capabilities and strong financial resources. Headquartered in Luxembourg, Aperam has production facilities in Belgium, France, and Brazil. Universal will be Aperam's first manufacturing operation in the US. Their business is organized in three primary operating segments: stainless and electrical steel, services and solutions, and alloys and specialties. Our products are complementary and do not overlap. Under the terms of the agreement, Aperam will acquire all of the outstanding shares of Universal Stainless for $45 per share in cash, which represents a premium of about 19% to our three-month volume-weighted average share price and is a 10.6x trailing 12-month Adjusted EBITDA as of June 30th, 2024. The transaction is expected to close in the first quarter of 2025. This agreement comes after a six-month effort to identify a range of strategic options to accelerate our growth momentum beyond what we've already accomplished in the past five consecutive quarters of growth. During this thorough and exhaustive process, our investment bank, TD Cowen, contacted a substantial number of potential strategic and financial partners, with many of them sent confidential investment memoranda. The board believes that this transaction was superior to all other alternatives for all Universal stakeholders. The opportunity to join Aperam meets all requirements on our priority list. First, since it's an all-cash transaction, it will deliver liquidity and a premium return to our shareholders on their investment in Universal. Second, it benefits our employees. Our team will remain intact. They will be the part of a fast-growing company with access to larger, more diversified markets beyond the U.S., including Europe, Asia, and other regions. Their career opportunities will broaden as they work with international teams and new customer bases. Our team has proudly built the company we are today, and we will retain our identity as Universal Stainless, as well as our autonomy and our culture. Third, our customers will benefit as Universal Stainless benefits from the synergies to be achieved in collaboration with Aperam, enabling us to further drive operational excellence. Aperam is committed to providing capital and supporting all of our current businesses while investing in manufacturing and technologies that will enable us to become more efficient, add products to our portfolio, and better serve our customers. Fourth, our communities will benefit as our accelerated growth leads to job creation, including union jobs. Becoming part of Aperam is a unique and timely opportunity to accelerate our growth trajectory and take it to a whole new level. We're moving forward to capture this opportunity now. I joined with Aperam's CEO, Timoteo Di Maulo, to say that today marks an exciting milestone for both of our companies. We look forward to joining forces with Aperam to the mutual benefit of our shareholders, our employees, our customers, and our communities. That concludes my comments this morning. We'll have time for a brief question and answer session now, as I will be meeting with all Universal employees over the next couple of days. Operator, we're ready to take questions. Certainly. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. One moment, and our first question will be coming from Philip Gibbs of KeyBanc Capital Markets. Your line is open, Philip. Hey, good morning. Congratulations. Thanks, Phil. Good morning. How are you doing? Doing well. Yeah, first question is, you know, essentially, you mentioned that you've been looking at potential options or alternatives to grow this business for the last several months. I guess, why, why did you come to the conclusion that this was the, you know, the best offer as you, you know, sort of perused what was out there in this process? Yeah, so you're right. I think to reiterate what you were saying there, this has been an extremely exhaustive and thorough process that that's covered really the better part of the year. This was an initiative that was launched at the board's direction to seek strategic alternatives with the assistance of TD Cowen to figure out ways that we can accelerate the business. Having gone through this process and looked at a lot of different options, we ultimately feel extremely confident that Aperam delivers the best alternative to help accelerate the growth of the company, return a meaningful return to shareholders right now. There is gonna be more about this, the board's decision and their determination that the merger was in the best interest of the company and the shareholders. There's gonna be a lot more information about the process that comes up leading up to the signing of the agreement that's gonna be coming out in our proxy statement to come out here in the near future. Do you run up against Aperam in your markets or your customer, you know, set when you're competing for business? Do they have any like-for-like assets as you, or is this a kinda new foray for them? Yeah, this is, this is completely new. I would, I would call this a classic complementary fit, where, where there is no overlap. The customers, the products, the markets that we're in, there is no overlap. So this is a tremendous opportunity to not only complement what they do, but this helps us to accelerate our growth. You know, geographical positioning, they've got a very strong presence in Europe. The ability for us to be able to leverage each other's strengths, I think is gonna have some natural synergistic impacts. But the direct answer to your question is no, there's no existing overlap with products and customers today. Thanks, Chris. And what type of, y ou said 1 Q closing, so what type of customary regulatory things need to occur in the interim? So we're gonna go through the, I would say, what I call standard regulatory types of processes to run through. The details of that are gonna come within the proxy that gets filed, and the 8-K also covers a few of those different things that are the, you know, the hurdles that need to come ahead of us. Nothing that we see as being concerning. At the tail end of this process, obviously, you've got the proxy going out to shareholders with an ultimate vote. So we've kind of looked towards the first quarter, is what we think is a reasonable landing date. And you never know, you know, these things can fly by extremely smooth, and maybe we're looking at the tail end of this year. I don't see it slipping beyond the first quarter, but you never know. So we're kind of looking at the first quarter as the most likely time period where we will be in a position to close. Thanks very much. Okay. Thanks, Phil. Have a good day. Again, as a friendly reminder, to ask a question, please press star one one. And I would now like to hand the call back to Mr. Zimmer for closing remarks. Thank you again for joining us this morning. This is an exciting time for Universal Stainless as we move forward and start a new chapter in the history of the company. Have a great day. This concludes today's conference. Thank you for participating. You may now disconnect.
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