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ArcelorMittal Moves toward Second-Step Merger
09/27/2007 - ArcelorMittal and Arcelor announced further details on the merger of ArcelorMittal into Arcelor, including share capital restructuring and publication of the related legal documentation.
ArcelorMittal and Arcelor announced further details on the merger of ArcelorMittal into Arcelor and the upcoming publication of the legal documentation relating to this merger.
Following effectiveness of the merger of Mittal Steel Co. NV into ArcelorMittal on September 3, 2007, this merger constitutes the second step of the two-step merger process between Mittal Steel and Arcelor.
Mittal Steel, ArcelorMittal and Arcelor had announced on May 16, 2007, that they would propose to the shareholders of ArcelorMittal and Arcelor to implement the second-step merger based on a ratio of 7 Arcelor shares for every 8 ArcelorMittal shares.
On September 25, 2007, the ArcelorMittal and Arcelor Boards of Directors unanimously decided to restructure the share capital of Arcelor prior to the effectiveness of the second-step merger so as to have a one-to-one exchange ratio in the merger, and thus limit the effect of the merger on (a) the ArcelorMittal share price and (b) its pre- and post-merger comparability.
This restructuring will take the form of an exchange of every 7 pre-restructuring Arcelor shares for 8 post-restructuring Arcelor shares, mechanically resulting in an adjusted merger exchange ratio of one new Arcelor share for every one ArcelorMittal share without any economic effect on Arcelor or ArcelorMittal shareholders.
The Boards of Directors also approved documentation related to the second-step merger, including the European prospectus to be approved by the Luxembourg Commission de Surveillance du Secteur Financier and the preliminary U.S. proxy statement/prospectus to be registered on Form F-4 with the U.S. Securities and Exchange Commission.
The Arcelor and ArcelorMittal Boards will convene extraordinary general meetings on November 5, 2007 for Arcelor and ArcelorMittal shareholders to vote, among other things, on the merger. Arcelor shareholders will be asked to vote on the renaming of Arcelor to ArcelorMittal.
The Arcelor Board of Directors also resolved to propose to the shareholders to approve the distribution of an additional dividend of USD 0.040625 per (pre-merger) post-share capital restructuring Arcelor share to be paid simultaneously with the last installment of the Arcelor dividend. This additional dividend would ensure that all Arcelor shareholders receive the same per share dividend of USD 0.325, taking into account the effect of the Arcelor share capital restructuring.
The merger of ArcelorMittal into Arcelor is expected to be effected on or about November 13, 2007 provided that the merger is duly approved by the Arcelor and ArcelorMittal shareholders and all other conditions precedent are satisfied or waived.
ArcelorMittal is the world's largest steel company, with 320,000 employees in more than 60 countries. ArcelorMittal leads a number of 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. An industrial presence in 27 European, Asian, African and American countries exposes the company to all the key steel markets, from emerging to mature, positions it will be looking to develop in the high-growth Chinese and Indian markets.
ArcelorMittal’s 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 per cent of world steel output.
