- Haynes Stockholders to Receive $61.00 Per Share in Cash, Delivering Significant and Immediate Value

- In Connection with Transaction, Acerinox will Invest an Additional $200 million in U.S. Operations, Including $170 Million in Haynes' Operations

KOKOMO, Ind. -- Haynes International, Inc. (NASDAQ GM:HAYN) ("Haynes" or the "Company") a leading developer, manufacturer and marketer of technologically advanced high-performance alloys, today announced it has entered into a definitive agreement to be acquired by North American Stainless, a wholly owned subsidiary of Acerinox, in an all-cash transaction valuing the Company at an enterprise value of approximately $970 million and representing a multiple of 12.3x fiscal 2023 EBITDA.

Under the terms of the agreement, North American Stainless will acquire all the outstanding shares of Haynes for $61.00 per share in cash, which represents a premium of approximately 22% to Haynes' six-month volume-weighted average share price for the period ending February 2, 2024. As part of this transaction, Acerinox has committed to investing an additional $200 million into its U.S. operations, including $170 million into Haynes' operations.

Headquartered in Madrid, Spain, Acerinox is a global leader in manufacturing stainless-steel and high-performance alloys and its subsidiary, North American Stainless, is the largest fully integrated stainless-steel company in the U.S.

Key Benefits

- Delivers Significant Value to Haynes Stockholders: Haynes stockholders will receive $61.00 per share in cash, which represents a premium of approximately 22% to Haynes' six-month volume-weighted average share price for the period ending February 2, 2024.

- Ensures the Long-Term Success of Haynes: This transaction validates the strength of the Haynes business and best positions the Company to achieve its growth targets while providing access to Acerinox's healthy balance sheet, deep expertise and valuable relationships.

- Additional Investment Facilitates Continued Growth and Innovation: The $170 million investment in Haynes' operations will support the continued growth of the Company's business in both flat and round products for a global market.

- Improves Ability to Meet Customer Demand: This investment will best position Haynes to continue to innovate, increase manufacturing capacity and offer more highly differentiated products, applications and services, with faster lead-times to meet the dynamic needs of its customers.

- Builds on Rich Heritage: The transaction combines Haynes' strong foundation and leadership position in high-performance alloys established over the past 112 years with the largest fully integrated stainless-steel company in the U.S.

"We are excited to announce this combination and are confident that this is the right step to ensure the long-term success of Haynes, while maximizing value for our stockholders," said Michael L. Shor, President and Chief Executive Officer of Haynes. "By joining with Acerinox, we will be able to continue to grow and enhance our operations, especially with the additional $200 million investment into the combined company's U.S. operations, including $170 million into our operations with the vast majority invested in Kokomo, Indiana. We look forward to our people and our local communities realizing the benefits of this transaction."

"This transaction provides a highly attractive value for our Company and our stockholders, and is a direct result of Haynes' continued innovation and business accomplishments under the leadership of Michael Shor, his team and our dedicated workforce," said Robert H. Getz, Chairman of the Board of Haynes. "Acerinox is a great partner for the future of Haynes with access to additional capital, resources and expertise to continue to build on our existing momentum."

The transaction, which has been unanimously approved by the board of directors of both companies, is expected to close in the third calendar quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approval and approval by Haynes stockholders. Upon completion of the transaction, Haynes shares will cease trading on the Nasdaq stock exchange.

Advisors

Jefferies LLC is serving as exclusive financial advisor to Haynes and Kirkland & Ellis LLP is serving as legal counsel to Haynes.

About Haynes International

Haynes International, Inc. is a leading developer, manufacturer and marketer of technologically advanced, nickel- and cobalt-based high-performance alloys, primarily for use in the aerospace, industrial gas turbine and chemical processing industries.

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(C) 2024 M2 COMMUNICATIONS, source M2 PressWIRE