DMC Global Inc. (Nasdaq: BOOM) has responded to Steel Connect Inc.’s recent letter to DMC stockholders. The company’s board emphasized that, in accordance with its fiduciary duties, it routinely engages with third parties, including Steel Connect, that show interest in Broomfield-based DMC and its businesses.
Steel Connect, which holds a 9.9% stake in DMC, reiterated its proposal to acquire the company and urged the board to facilitate comprehensive due diligence. In its letter, Steel Connect highlighted its ongoing acquisition proposals, including purchasing DynaEnergetics and NobelClad for $185–$200 million, and acquiring preferred stock to support DMC’s purchase of the remaining 40% stake in Arcadia. Steel Connect also criticized DMC for its failure to complete a strategic review, weak financial performance, lack of leadership succession planning, and the $4.5 million compensation package for interim CEO James O’Leary, which it argued is not tied to company performance. The letter also called for the removal of DMC’s “poison pill” provision, expressing concerns about the board’s lack of engagement with shareholders.
In response, DMC stated that Steel Connect has been given access to the same information as other third parties that have engaged with the company. Following initial discussions in August 2024, and a non-disclosure agreement signed in October 2024, DMC promptly began providing Steel Connect with the requested information.
DMC emphasized that it and its advisers have worked in good faith with Steel Connect to help facilitate a timely, actionable proposal from Steel Connect, including evidence of its ability to fund the acquisition. The board assured stockholders that it remains committed to evaluating all strategic alternatives, including continuing its standalone plan, in order to act in the best interests of all shareholders.
DMC’s advisers include BofA Securities as financial adviser, Womble Bond Dickinson (US) LLP and Richards, Layton & Finger, P.A. as legal advisers, Sodali & Co. as strategic stockholder adviser, and Gagnier Communications LLC as strategic communications adviser.
DMC Global operates asset-light manufacturing businesses that provide engineered products and solutions, including Arcadia (architectural building products), DynaEnergetics (global energy industry solutions), and NobelClad (industrial infrastructure and transportation sector solutions).
