Arcelor Mittal Announces Filing of Request for Registration of Offer for Arcelor Brasil S.A.
Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA
Mittal Steel Company N.V. ("Arcelor Mittal") today announces that,
pursuant to the initial decision of the Comissão De Valores
Mobiliários (the "CVM"), the Brazilian securities regulator, of
September 25, 2006 and the final decision of the Board of the CVM of
March 21, 2007, Arcelor Mittal will file with the CVM an amended
request for registration with respect to the public offer (the
"Offer") for all of the remaining outstanding shares in Arcelor Brasil
S.A. ("Arcelor Brasil") that are not yet owned by Arcelor S.A.
("Arcelor") or any other affiliate of Arcelor Mittal.
In addition to the changes to the Offer documents requested by the
CVM, the value to be offered per Arcelor Brasil share (the "Reference
Value") also reflects adjustments made in the calculation of the
Reference Value to ensure the consistent treatment of Arcelor's
pension liabilities.
In addition to complying with the procedures for a public offer of
transfer of control of publicly-held companies set forth in CVM
instruction 361, Arcelor Mittal is also making this Offer with the
purpose of canceling the registration of Arcelor Brasil before the CVM
as a listed company.
The Reference Price, which is determined on the basis of the
relative values of Arcelor Brasil EBITDA and Arcelor EBITDA, shall be
composed of R$11.70 in cash and 0.3568 Class A Common shares of
Arcelor Mittal. This floating Reference Price after adjustments for
dividends and interest on cash would represent a total value which as
of April 4, 2007 would be equivalent to EUR 18.89 or R$51.27.
The description set forth below corresponds to the offer as
described in the request for registration.
Under the terms of the Offer, which will be open for 30 business
days upon final approval by the CVM (the "Offer Period"), Arcelor
Brasil shareholders tendering their shares in the Offer will receive
consideration equal to the Reference Value per share tendered. The
consideration may be received in one of the two following forms, at
the option of the holder:
-- In a mixture of R$11.70 in cash, to be paid in Brazilian
Reais, and 0.3568 Class A Common shares of Arcelor Mittal per
Arcelor Brasil share (the "Mixed Option"), or
-- An amount in Brazilian Reais equal to the sum of the following
values: (a) value of 0.3568 Mittal Steel Shares, according to
the closing price at the NYSE - New York Stock Exchange at the
business day immediately prior to the auction date, converted
to Brazilian Reais according to the USD/BRL exchange rate
available at the same date and (b) R$ 11,70 in cash (the "Cash
Option")
The maximum amount of cash to be paid by Arcelor Mittal will be
approximately R$10.9 billion (assuming 100% acceptance of the Cash
Option) and the maximum number of Arcelor Mittal shares to be issued
will be approximately 76 million, representing 5% of the share capital
of Arcelor Mittal on a fully diluted basis (assuming 100% acceptance
of the Mixed Option).
The Mixed Option shall not be available to U.S. persons (as
defined in Regulation S under the United States Securities Act of
1933, as amended).
Important Information
The request for registration of the offer (the "Offer") by Mittal
Steel Company N.V. ("Arcelor Mittal") for the shares of Arcelor Brasil
S.A. is subject to analysis and approval by the Brazilian Comissão de
Valores Mobiliários (the "CVM") and its features are subject to
adjustment until such registration is obtained. This document
constitutes neither an offer to acquire Arcelor Brasil securities nor
an offer of securities in any jurisdiction. In particular, this
document does not constitute an offer of securities for distribution
or sale in the United States. Securities may not be offered, sold or
distributed in the United States absent registration or an exemption
from registration under the U.S Securities Act of 1933. Arcelor Mittal
does not intend to register securities or conduct a public offering in
the United States.
Any offer that may be made will be made to all holders of shares
of Arcelor Brasil S.A. located in Brazil. In addition, holders of
shares of Arcelor Brasil S.A. located outside of Brazil may
participate in the offer on the condition that such holders are
permitted to do so under the laws and regulations of the jurisdiction
in which they are located.
No copy of this document has been or should be distributed or sent
to the United States, Canada, Japan or Australia.
About Arcelor Mittal
Arcelor Mittal is the world's number one steel company, with
320,000 employees in more than 60 countries. The company brings
together the world's number one and number two steel companies,
Arcelor and Mittal Steel.
Arcelor Mittal is the leader in all 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.
Arcelor Mittal key pro forma financials for 2006 show combined
revenues of USD 88.6 billions, with a crude steel production of 118
million tonnes, representing around 10 per cent of world steel output.
Arcelor Mittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MTP), Brussels (MTBL), Luxembourg (MT) and on
the Spanish stock exchanges of Barcelona, Bilbao, Madrid (MTS) and
Valencia.