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Arcelor Mittal to Combine Laser Welding Business with Noble International

April 2007 — Arcelor Mittal and Noble International, Ltd. have signed a definitive agreement for the combination of their laser-welded tailored blanks businesses. Arcelor Mittal and Noble had previously announced (Oct. 27, 2006) that they had signed a binding Letter of Intent for the combination of their businesses.

Under terms of the transaction, Arcelor Mittal will receive from Noble, in exchange for its laser-welded blanks business in western and eastern Europe, China, India and United States, consideration of US$300 million—approximately $131,250,000 in a combination of cash, a Noble note and assumption of certain TBA financial obligations, and 9,375,000 shares of Noble common stock with an agreed value of $18 per share. Upon completion, Arcelor Mittal will become the largest stockholder of Noble, owning approximately 40% of the issued and outstanding common shares. Arcelor will also obtain four of nine seats on Noble's Board of Directors.

Completion of the transaction, which is expected to occur in June 2007, is subject to a number of conditions, including Noble shareholder approval, receipt by Noble of not less than $165 million in debt financing, anti-monopoly clearances in the United States, Canada and Europe, and other customary conditions.

In addition, Arcelor and Noble will seek to include in the transaction as soon as practicable the tailored blank business operated by Powerlasers, a unit of Dofasco, Inc. that Arcelor acquired in early 2006, for additional consideration estimated at $50 million based on final determination of Powerlasers’ 2006 financial performance. The decision to sell any Dofasco assets is under control of the trustees of the Dutch trust that holds all of Dofasco’s stock.


TBA is a leading European manufacturer of tailored blanks with eight plants in Europe, one plant in the United States, a 25% joint venture in China, and a 50% joint venture in India. TBA employs about 670 people, and its total revenues for 2006 were euro 415 million (US $540 million), with EBITDA of approximately euro 52 million (US $67 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.

Arcelor Mittal is the world's largest steel company, with 320,000 employees in more than 60 countries. Arcelor Mittal leads major global markets, including automotive, construction, household appliances and packaging, with leading R&D and technology, as well as sizeable captive supplies of raw materials and outstanding distribution networks. Arcelor Mittal key pro forma financials for 2006 show combined revenues of USD 88.6 billion, with a crude steel production of 118 million tonnes, representing around 10% of world steel output.