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Arcelor Mittal and Noble International to Combine Laser Welding Activities

Nov. 2006 — Arcelor Mittal and Noble International, Ltd. have agreed to combine their laser-welded tailored blanks businesses.

Noble and Arcelor SA had signed a binding Letter of Intent on October 27th, 2006, for the combination of Arcelor's laser-welded tailored blank business (TBA) with Noble. Upon completion of the transaction, Arcelor Mittal would receive approximately US $300 million in a combination of cash and 9,375,000 shares of Noble common stock, and would become Noble's largest stockholder, owning approximately 40% of the issued and outstanding common shares.

TBA is a leading European manufacturer of tailored blanks. Its business includes nine plants in Europe, one in the U.S. and a 25% joint venture in China. TBA employs about 670 people. Its total revenue for 2006 is expected to reach approximately euro 400 million (US $500 million), with EBITDA of approximately euro 53 million (US $66 million).

Noble is North America's largest laser welder with laser-welded flat blanks and laser-welded tubular products solutions for the automotive industry. The company operates 12 production facilities in the United States, Canada, Mexico and Australia, and employs more than 2000 people. Noble's estimated pro forma 2006 revenue is approximately $600 million, with EBITDA of $56 million.

Based on current expectations, combining Noble and TBA, the company would have estimated pro forma, post-transaction revenue and EBITDA for 2006 of approximately $1.1 billion and $122 million, respectively. On October 12, 2006, Noble acquired Pullman Industries, Inc., a leading manufacturer of tubular and shaped structures using roll forming and other processes, primarily for the automotive industry.

Closing of the transaction is expected to take place in March 2007, following satisfactory completion of due diligence by both parties, Noble's financing, and receipt of all required authorizations, including approval by Noble's stockholders and antitrust clearance.