North American Stainless entered into a letter of intent to acquire Haynes International, Inc. (NasdaqGS:HAYN) from T.Rowe Price Investment Management, Inc., Dimensional Fund Advisors LP, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others for approximately $790 million on November 3, 2023. North American Stainless entered into a definitive agreement to acquire Haynes International, Inc. (NasdaqGS:HAYN) from T.Rowe Price Investment Management, Inc., Dimensional Fund Advisors LP, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others for approximately $790 million on February 4, 2024. North American Stainless will acquire Haynes International in an all-cash transaction. Under the terms of the agreement, Acerinox will acquire all the outstanding shares of Haynes for $61.00 per share in cash, which represents a fully diluted equity value of $798 million, and a premium of approximately 22% to Haynes?s six-month volume-weighted average share price for the period ending February 2, 2024. The all-cash transaction values Haynes at an enterprise value of approximately $970 million. Acerinox plans to finance the transaction using existing available cash on its balance sheet. The transaction includes the absorption of Haynes?s debt and other adjustments of approximately $172 million. In Connection with Transaction, Acerinox will Invest an Additional $200 million in U.S. Operations, Including $170 Million in Haynes? Operations. Upon completion of the transaction, Haynes?s shares will no longer be traded on the Nasdaq, and Haynes will become a wholly owned subsidiary of Acerinox. Under certain circumstances mentioned in the agreement, in case of termination, Haynes International will be required to pay North American a termination fee in an amount equal to $28 million. The law firm of Wohl & Fruchter LLP is investigating the fairness of the price of $61 per share in cash for which Haynes International, Inc. has agreed to be sold to North American Stainless. As of April 10, 2024, Haynes filed a definitive proxy statement on Schedule DEFM14A (the ?Definitive Proxy Statement?), as such may be supplemented from time to time, with the U.S. Securities and Exchange Commission (the ?SEC?) with respect to the special meeting of Haynes? stockholders to vote to adopt the Merger Agreement scheduled to be held on April 16, 2024. In connection with the Merger, two complaints have been filed as individual actions in the United States District Court

The transaction is subject to receipt of regulatory approval and the satisfaction of customary closing conditions, including approval by Haynes shareholders and the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Act. The transaction has been unanimously approved by the Boards of Directors of Haynes and Acerinox. The transaction is expected to close in the third calendar quarter of 2024. The transaction is expected to be immediately accretive to Acerinox?s earnings per share in its first year of ownership, even prior to the realization of $71 million in estimated annual synergies. As of April 17, 2024, Haynes International shareholders approved the deal. US antitrust authorities approved the deal. Goldman Sachs Bank Europe SE is serving as the exclusive financial advisor to Acerinox. Kyle Seifried, Scott Barshay, Christodoulos Kaoutzanis, Caith Kushner, Nathan Mitchell, Andrea Wahlquist Brown, Scott Sher, Marta Kelly, Brian Krause, Jonathan Ashtor, John Carlin, Steven Herzog, Peter Fisch and William O?Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Linklaters are serving as legal counsels to Acerinox. Jefferies LLC is serving as the exclusive financial and opinion provider advisor to Haynes. David M. Klein, Allison M. Wein, Michael Movsovich, Andrea Agathoklis Murino, Matthew Sinclair-Thomson, Ivan A. Schlager, Rohit A. Nafday, Rohit A. Nafday, Karsten Busby, Dean S. Shulman, Sehj Vather, Joanna Schlingbaum and Julia Danforth of Kirkland & Ellis LLP is serving as legal counsel to Haynes. Equiniti Trust Company, LLC acted as transfer agent to Haynes. Innisfree M&A Incorporated acted as information agent to Haynes International. Haynes International will pay, an aggregate fee based upon a percentage of the transaction value of the merger, which fee is estimated as of the date of proxy statement to be approximately $16.8 million, $2 million of which became payable upon delivery of Jefferies? opinion to the Haynes Board and the remainder of which is payable contingent upon the closing of the merger.