Universal Stainless & Alloy Products, Inc. (USAP) M&A Call Transcript

Key Points Company and Industry 1. Company Acquisition: Universal Stainless & Alloy Products, Inc. (NASDAQ:USAP) has signed a definitive agreement to be acquired by Aperam, a global leader in stainless, specialty steel solutions, and recycling. [7] 2. Industry: The company operates in the stainless steel and specialty steel industry. [7] Core Views and Arguments 1. Premium Offer: Aperam will acquire all outstanding shares of Universal Stainless for $45 per share in cash, representing a premium of about 19% to the three-month volume weighted average share price and a 10.6x trailing 12-month adjusted EBITDA as of June 30, 2024. [8] 2. Strategic Fit: The transaction is considered a classic complementary fit with no overlap in products, customers, or markets. [17] 3. Benefits for Stakeholders: The acquisition is expected to deliver liquidity and a premium return to shareholders, benefit employees by providing access to larger markets and career opportunities, enhance customer value through operational excellence, and contribute to community growth through job creation. [9-10] Other Important Content 1. Transaction Timeline: The transaction is expected to close in the first quarter of 2025. [8] 2. Strategic Process: The acquisition follows a six-month effort to identify strategic options to accelerate growth. [9] 3. Investment Bank: TD Cowen served as the company's investment bank in the process. [9] 4. Regulatory Approval: The transaction will go through standard regulatory processes, with the proxy vote by shareholders as the final hurdle. [19]