Open / Close Advertisement

Arcelor Board Rejects Mittal’s Revised Offer

June 13, 2006 — Arcelor Board of Directors met on Sunday June 11 and unanimously decided to reject Mittal Steel's current revised offer. The Board also decided to recommend that shareholders support the proposed merger with Severstal, to set the price per share of the self tender offer at euro44, and not to commence such self tender offer until after the publication of Mittal Steel's offer results. The Board also decided to mandate the Group Management Board to meet with Mittal Steel in order to review Mittal Steel's proposal to further improve its offer.

The Arcelor Board of Directors rejects the current Mittal Steel offer and reiterates its full support of the Severstal transaction. These determinations are premised on a commitment to maximizing shareholder value and protecting the interest of the group, its employees and its stakeholders.

In line with this commitment, and having noted that Mittal Steel recently indicated that it was prepared to further improve its offer in the context of a recommended transaction, the Arcelor Board has mandated the Group Management Board to meet with Mittal Steel in order to explore such possible improvements and to report to the Board of Directors.

Arcelor's Board of Directors met on Sunday, June 11, 2006, to review and analyze the revised terms of Mittal Steel's unsolicited offer for all of the shares and convertible bonds of Arcelor, and the Mittal Steel standalone business plan recently delivered to Arcelor. The Board also reviewed the letter sent to Arcelor by a minority of shareholders representing or claiming to represent some 30% of Arcelor capital, and the consequences of various timing scenarios for the proposed self tender offer.

Based on its review and consultation with Morgan Stanley on the financial aspects of Mittal Steel's revised offer, the Board has unanimously concluded that Mittal Steel's current offer is inadequate as it continues to undervalue Arcelor. The Board believes that the Severstal transaction is a more attractive alternative from a strategic, financial and social point of view, and has resolved that it unanimously rejects Mittal Steel's current revised offer.

The Board recommends to Arcelor's shareholders and convertible bond holders not to tender into Mittal Steel's revised offer; recommends to Arcelor's shareholders to support the Severstal transaction at the general meeting scheduled for June 30, 2006; and sets the price per share of the self tender offer at euro44. The Board has further decided not to commence such self tender offer until after the day of the publication of Mittal Steel's offer results, and has mandated that Arcelor's Group Management Board meet with Mittal Steel in order to review the improvements that Mittal Steel offered to make to its current offer.

Arcelor says that the recent meeting between representatives of Arcelor and Mittal Steel regarding Mittal Steel's business plan confirmed that Mittal Steel's strategy is mainly volume driven, while Arcelor's is margin driven. As a result of the companies’ diverging business models, Arcelor says that the synergies generated by the proposed merger are on the low side compared to those generated by recent large steel sector mergers and compared to those that could be generated by the proposed merger of Arcelor and Severstal.

According to Arcelor, the Severstal transaction would combine high value-added products and low-cost integrated upstream operations to yield a combined company with one of the highest profit margins in the industry, generating a 2005 pro forma EBITDA per tonne of EUR130. The combination will strengthen Arcelor's leadership in the automotive steel segment (with a worldwide market share over 20% - more than double that of its nearest competitor).

Arcelor says the Severstal transaction creates compelling value for shareholders, and would result in a combined company that would rank amongst the world's most competitive steelmaking producers in both developed and emerging markets, and the only one with leading positions in Brazil and Russia. The merger would generate significant synergies and further growth opportunities with a new normalized EBITDA target for 2008 of EUR10bn under Arcelor conservative hypothesis. The Severstal transaction also enables Arcelor to continue its best practice corporate governance model.

Moreover, says Arcelor, the Severstal deal has been structured such that, if Mittal Steel acquires more than 50% of Arcelor's fully-diluted share capital, the Severstal transaction will be unwound. Additionally, if Mittal Steel achieves ownership levels below 50%, the Severstal transaction could be unwound by Alexey Mordashov himself.

The Arcelor Board of Directors has retained its full ability to continue carrying out its fiduciary duties in an unrestricted manner, in particular by being free to recommend a superior proposal.


Arcelor holds leadership positions in its main markets: automotive, construction, household appliances and packaging as well as general industry. The company endeavors to further expand internationally in order to capture the growth potential of developing economies and offer technologically advanced steel solutions to its global customers. In 2006, Arcelor employs 110,000 associates in over 60 countries. The company places its commitment to sustainable development at the heart of its strategy and ambitions to be a benchmark for economic performance, labor relations and social responsibility.