core sector communique

BLUESCOPE ANNOUNCES US$145M SALE OF ITS METL-SPAN INSULATED METAL PANELS BUSINESS

03 May 12

BlueScope today announced the sale of Metl-Span, its North American steel insulated panels business, to NCI Group, Inc. ("NCI"), a NYSE listed company majority owned by private equity firm Clayton, Dubilier & Rice, LLC ("CD&R"), for US$145 million. 

The estimated net proceeds of the sale, US$117 million after purchase price adjustments, tax and fees, is expected to be received during the fourth quarter of FY2012 subject to receipt of necessary regulatory approvals and finalisation of debt financing by NCI. The estimated net profit after tax on the sale is US$9 million, before recognition of unrealised foreign exchange losses of A$20m, and will be included in the FY2012 accounts, based on the expectation the transaction is completed before FY2012 year end.

On announcing the Metl-Span transaction, BlueScope Steel's Managing Director and CEO, Mr Paul O'Malley said, "The sale price realises the value created in this business and generates a good financial return for BlueScope Steel.

"As outlined in February 2012 at the Company's half year results, we have been actively seeking potential asset sales that could realise around $100-150 million. The divestment of Metl-Span achieves this target and the net proceeds will be used to pay down debt.

"Under the terms of the arrangement, BlueScope's North American subsidiary, Steelscape, will continue to supply product to Metl-Span and Metl-Span will continue to supply product to BlueScope Buildings North America.

"I personally commend the employees and management at Metl-Span for building and running a successful business over many years. Their work has underpinned the significant value of this asset," said Mr O'Malley.

Vinson & Elkins LLP acted as legal advisor and J.P. Morgan Securities LLC acted as financial advisor to BlueScope Steel.

***

About Metl-Span

BlueScope has owned Metl-Span since February 2008 when it acquired the IMSA Steel Corp businesses - Steelscape, ASC Profiles, VP (Varco Pruden) Buildings and Metl-Span. Metl-Span is a leading North American producer of insulated metal panels for commercial, industrial and cold storage buildings. It also manufactures roof panels, architectural panels and commercial panelling technology. Metl-Span operates four insulated metal panel production facilities and one expanded polystyrene foam facility across the US with approximately 300 employees.

About NCI

NCI Building Systems, Inc. ("NCI") is one of North America's largest integrated manufacturers of metal products for the non-residential building industry. NCI is comprised of a family of companies operating manufacturing facilities across the United States and Mexico, with additional sales and distribution offices throughout the United States and Canada. NCI is listed on the NYSE and is majority owned by Clayton, Dubilier & Rice ("CD&R").