Material Event - Form 8-K

Item 8.01. Other Events.

As previously disclosed, on February 4, 2024, Haynes International, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with North American Stainless, Inc., a Delaware corporation ("Parent"), Warhol Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and solely for purposes specified therein, Acerinox S.A., a Spanish sociedad anonima ("Guarantor"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger").

The Merger is conditioned on, among other things, the receipt of the approvals, clearances or expirations of waiting periods under certain specified foreign regulatory laws without the imposition, individually or in the aggregate, of a Substantial Detriment (as defined in the Merger Agreement).

On May 1, 2024, the Austrian Federal Competition Authority, or Bundeswettbewerbsbehörde (the "BWB") informed the Company and the Guarantor that it intends to refer the Merger to the Austrian Cartel Court (the "Cartel Court") for a Phase II investigation (the "BWB Referral"). The Company is disappointed by the BWB Referral given the Company's limited presence in Austria, but plans to continue to engage cooperatively with the BWB and the Cartel Court. The Company remains optimistic that the ultimate outcome of the Phase II investigation will be positive. The Company continues to expect that the Merger will close in the third calendar quarter of 2024.