8-K
filed January 23, 2025, 6:59 PM ET
CIK 0000931584
M&A
confidence high
sentiment neutral
materiality 1.00
UNIVERSAL STAINLESS & ALLOY PRODUCTS INC: M&A transaction — Universal Stainless acquired by Aperam for $45.00 per share all-cash; stock delisted
UNIVERSAL STAINLESS & ALLOY PRODUCTS INC
- Acquisition by Aperam S.A. completed on Jan 23, 2025; stockholders receive $45.00 per share cash.
- Universal becomes wholly owned subsidiary of Aperam; shares ceased trading on Nasdaq at close of Jan 23, 2025.
- Stockholders approved the transaction at a Special Meeting on Jan 15, 2025.
- Entire board of directors resigned; new directors (including Aperam CEO Timoteo Di Maulo) appointed.
- Credit facility with PNC Bank repaid and terminated in connection with closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sudhakar Sivaji was appointed as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, effective as of the Effective Time, each of Frédéric Mattei, Timoteo Di Maulo, Vanisha Mittal Bhatia, Sudhakar Sivaji and Aviv Joaquim Bezerra de Melo was appointed to the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Udi Toledano resigned as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, each of Dennis Oates, Christopher Ayers, Judith Bacchus, M. David Kornblatt, and Udi Toledano submitted his or her resignation from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Judith Bacchus resigned as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, each of Dennis Oates, Christopher Ayers, Judith Bacchus, M. David Kornblatt, and Udi Toledano submitted his or her resignation from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Ayers resigned as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, each of Dennis Oates, Christopher Ayers, Judith Bacchus, M. David Kornblatt, and Udi Toledano submitted his or her resignation from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dennis Oates resigned as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, each of Dennis Oates, Christopher Ayers, Judith Bacchus, M. David Kornblatt, and Udi Toledano submitted his or her resignation from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vanisha Mittal Bhatia was appointed as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, effective as of the Effective Time, each of Frédéric Mattei, Timoteo Di Maulo, Vanisha Mittal Bhatia, Sudhakar Sivaji and Aviv Joaquim Bezerra de Melo was appointed to the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frédéric Mattei was appointed as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, effective as of the Effective Time, each of Frédéric Mattei, Timoteo Di Maulo, Vanisha Mittal Bhatia, Sudhakar Sivaji and Aviv Joaquim Bezerra de Melo was appointed to the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aviv Joaquim Bezerra de Melo was appointed as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, effective as of the Effective Time, each of Frédéric Mattei, Timoteo Di Maulo, Vanisha Mittal Bhatia, Sudhakar Sivaji and Aviv Joaquim Bezerra de Melo was appointed to the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
M. David Kornblatt resigned as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, each of Dennis Oates, Christopher Ayers, Judith Bacchus, M. David Kornblatt, and Udi Toledano submitted his or her resignation from the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timoteo Di Maulo was appointed as Director at UNIVERSAL STAINLESS & ALLOY PRODUCTS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, effective as of the Effective Time, each of Frédéric Mattei, Timoteo Di Maulo, Vanisha Mittal Bhatia, Sudhakar Sivaji and Aviv Joaquim Bezerra de Melo was appointed to the Company’s board of directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
UNIVERSAL STAINLESS & ALLOY PRODUCTS INC underwent a change of control involving Aperam S.A. for $45.00 per share (closed 2025-01-23).
- Action
- change of control
- Counterparty
- Aperam S.A.
- Consideration
- $45.00 per share
- Closing
- 2025-01-23
Exact text from the filing
under Delaware law (the “Dissenting Shares” and together with the Cancelled Shares, the “Excluded Shares”), was cancelled and converted automatically into the right to receive $45.00 per Share in cash, without interest (the “Merger Consideration”) and subject to any applicable tax withholdings. In addition, at the Effective Time: (i) each option to acquire
View on SEC.gov
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