Mittal Steel Significantly Improves Offer for Arcelor

Transcription

1 Fr immediate release Mittal Steel Significantly Imprves Offer fr Arcelr 19 th May 2006 Lndn/Rtterdam Mittal Steel Cmpany N.V. ( Mittal Steel ) tday annunces its decisin t imprve its ffer made t the security hlders f Arcelr SA ( Arcelr ). Highlights: Mix and match ffer: 1 Mittal Steel share and in cash fr 1 Arcelr share; r 17 Mittal Steel shares fr every 12 Arcelr shares; r in cash fr each Arcelr share subject t adjustments, including with respect t Arcelr s annunced dividend Offer values Arcelr at per share based n Mittal Steel s 18 May share price, a premium f: 34% ver the previus ffer upn launch 70% ver the 26 January 2006 (pre-annuncement) Arcelr clsing price Offer values Arcelr at 41.5 per share based n Mittal Steel s ne mnth average share price

2 Increase f 9.53 per Arcelr share, implying ttal equity value fr Arcelr f 25.8 billin Ttal cash cnsideratin f 7.6 billin, an increase f 57% Upn cmpletin f the ffer, adptin f ne-share ne-vte structure A prspectus supplement will be made available in the cming days Based n the Mittal Steel share clsing price, n the NYSE, n 18 th May 2006, the revised ffer values each Arcelr share at 37.74, which represents a 33.8% premium ver the cnsideratin ffered in the ffer annunced by Mittal Steel n January 27, 2006 (i.e., per Arcelr share), a 17.9% premium ver the clsing price n Eurnext Paris f Arcelr shares n 18 May 2006, and a 69.8% premium ver the clsing price n Eurnext Paris f Arcelr shares n 26 January Based n the average clsing price, n the NYSE, f Mittal Steel shares ver the 30 calendar days prir t 19 th May 2006, the revised ffer values each Arcelr share at This ffer values Arcelr at an equity value f 25.8 billin n a fully diluted basis. Under the terms f the revised ffer, Arcelr sharehlders will receive ne (1) Mittal Steel share and cash fr each Arcelr share, t be adjusted as prvided in the terms and cnditins f the current ffer (including all distributins in excess f 0.8 per share). In additin, they may pt fr a cash r stck mix in any prprtin they elect, prvided that verall 29.4% f the aggregate cnsideratin paid t Arcelr sharehlders is paid in cash and 70.6% in stck. The maximum amunt f cash t be paid by Mittal Steel will be apprximately 7.6 billin and the maximum number f Mittal Steel shares t be issued will be apprximately millin. Mittal Steel als annunces significant changes t its crprate gvernance, as set frth belw, including the adptin f a ne-share ne-vte structure. Mittal Steel expects t frmally file the dcumentatin relating t its revised ffer, with the AFM, the CSSF, the CBFA, the AMF, the CNMV and the SEC shrtly. Mr Lakshmi N. Mittal, Chairman and CEO f Mittal Steel said: We have tday annunced a materially imprved ffer, prviding an exceptinally attractive premium t Arcelr sharehlders. Nt nly are we ffering a very significant increase in the cash cmpnent, but als a greater participatin in the cmbined cmpany. The revisin reflects ur lng-term cnfidence in the health and prspects f the steel industry, in which the Arcelr/Mittal cmbinatin wuld be the undisputed sectr leader. Page 2 f 7

3 HIGHLIGHTS OF THE REVISED TERMS OF THE OFFER 1. Summary revised terms and cnditins f the ffer Subject t the terms and cnditins set frth in the current Offer Dcument, Mittal Steel will be ffering t acquire all utstanding Arcelr rdinary shares and Arcelr Cnvertible Bnds (2017 OCEANEs), as fllws: ne (1) new Mittal Steel share and in cash fr each Arcelr rdinary shares (the amunt f cash being reduced t upn payment by Arcelr f the annunced 1.85 dividend); ne (1) new Mittal Steel shares and in cash (t be increased by 0.80 upn distributin by Arcelr f its annunced rdinary dividend) fr each Arcelr Cnvertible Bnd. Hlders f Arcelr shares may, in lieu f this mix f Mittal Steel stck and cash, make the fllwing electins with respect t the cnsideratin t be received: Elect t receive seventeen (17) new Mittal Steel shares fr every twelve (12) Arcelr shares (such rati shall becme new Mittal Steel share fr each Arcelr share upn payment by Arcelr f the annunced 1.85 dividend); r Elect t receive in cash fr each Arcelr share (the amunt f cash being reduced t upn payment by Arcelr f the annunced 1.85 dividend). Hlders will nt be required t make the same electin fr all Arcelr shares tendered, and either f these electins may be made fr all r sme f the Arcelr shares t be tendered. Hwever, these electins will be subject t a prratin and allcatin prcedure that will ensure that 70.6% f the tendered Arcelr shares are exchanged fr new Mittal Steel shares and 29.4% are exchanged fr cash. If certain actins are taken by Arcelr including distributins r share buy-backs r issuance f new shares, the cnsideratin set frth abve and the verall amunt f cash available in the revised ffer will be adjusted accrdingly, in accrdance with the same rules as detailed in the current Offer Dcument. All ther terms and cnditins set frth in the current Offer Dcument will apply t the revised ffer and remain unchanged, subject t the crprate gvernance changes set frth belw. Page 3 f 7

4 2. Crprate Gvernance Upn cmpletin f the ffer, Mittal Steel undertakes t mdify its crprate gvernance as fllws: Classes f shares and vting rights. Mittal Steel will amend its articles f assciatin s as t eliminate all differences between class A cmmn shares and class B cmmn shares. All sharehlders will hld rdinary shares carrying the same vting and ecnmic rights. Each share will have ne vte, irrespective f the length f time it has been held. The current right f hlders f Mittal Steel class B cmmn shares t make binding nminatins fr appintments t Mittal Steel s Bard f Directrs will be remved. Directrs will be elected by the general meeting f the sharehlders, by a simple majrity f the vtes cast. Bard Cmpsitin: Mittal Steel will prpse t enlarge the Bard f Directrs f Mittal Steel t 14 members. The Bard f Directrs will have a majrity f independent directrs. Terms f ffice f Directrs: Bth Mittal Steel and Arcelr directrs are currently elected fr a term f ffice that varies frm ne year t five years. Mittal Steel will simplify this and have all directrs elected by the general meeting f sharehlders fr a term f ffice f three years. Management Bard: Mittal Steel plans t have a management team reflecting the best talent fr each psitin. The new rganizatinal structure will be develped with senir management f bth cmpanies. Headquarters: Mittal Steel intends t relcate the cmpany s glbal headquarters and dmicile t Luxemburg. Sharehlding Structure: After cmpletin f the revised ffer, assuming that all Arcelr shares have been tendered, the Mittal family stake in the cmbined entity will be arund 45% in share capital and vting rights. Mittal Steel intends t share elements f its business plan with Arcelr shrtly. If Mittal Steel s revised ffer is recmmended by the Bard f Directrs f Arcelr, the prpsals made with respect t the cmpsitin f the Bard f Directrs and Management Bard in its May 9, 2006 press release will be maintained. Page 4 f 7

5 Press Cnference Mittal Steel Cmpany will be hlding a Press Cnference tday in Lndn at the Cavendish Cnference Centre (22 Duchess Mews, Lndn W1G 9DT) n Friday 19 th May This will als be a cnference call and web cast and will include a brief questin and answer sessin with senir management. The press cnference call infrmatin is as fllws: Date: Friday, 19 th May 2006 Time: 12:30 PM Lndn Time Dial-In Number frm within the U.S.: Dial-In Number frm within the U.K..: Pass cde: Mittal Steel Fr individuals unable t participate in the cnference call, a telephne replay will be available until 26 th May, 2006 at: Replay Number frm within the U.S.: Replay Number frm within the U.K.: Pass cde: A web cast f the cnference call can als be accessed via and will be available fr ne week. RealPlayer r Windws Media Player will be required in rder t access the web cast. Enquiries: Nicla Davidsn Mittal Steel Cmpany Paul Weigh Mittal Steel Cmpany UK media: Philip Gawith Maitland Cnsultancy Lydia Pretzlik Maitland Cnsultancy US media Winnie Lerner Abernathy McGregr French media: Anne Meaux Image Sept Page 5 f 7

6 Abut Mittal Steel Mittal Steel Cmpany is the wrld s largest and mst glbal steel cmpany. The cmpany has peratins in sixteen cuntries, n fur cntinents. Mittal Steel encmpasses all aspects f mdern steelmaking, t prduce a cmprehensive prtfli f bth flat and lng steel prducts t meet a wide range f custmer needs. It serves all the majr steel cnsuming sectrs, including autmtive, appliance, machinery and cnstructin. Fr 2005, Mittal Steel had revenues f US$28.1 billin and steel shipments f 49.2 millin tns. The cmpany trades n the New Yrk Stck Exchange and Eurnext Amsterdam under the ticker symbl MT. Frward-Lking Statements This cmmunicatin may cntain frward-lking infrmatin and statements abut Mittal Steel Cmpany N.V., Arcelr S.A. and/r their cmbined businesses after cmpletin f the prpsed acquisitin. Frward-lking statements are statements that are nt histrical facts. These statements include financial prjectins and estimates and their underlying assumptins, statements regarding plans, bjectives and expectatins with respect t future peratins, prducts and services, and statements regarding future perfrmance. Frwardlking statements may be identified by the wrds "believe," "expect," "anticipate," "target" r similar expressins. Althugh Mittal Steel s management believes that the expectatins reflected in such frward-lking statements are reasnable, investrs and hlders f Arcelr s securities are cautined that frward-lking infrmatin and statements are subject t varius risks and uncertainties, many f which are difficult t predict and generally beynd the cntrl f Mittal Steel, that culd cause actual results and develpments t differ materially frm thse expressed in, r implied r prjected by, the frward-lking infrmatin and statements. These risks and uncertainties include thse discussed r identified in the filings with the Dutch Autriteit Financiële Markten ( AFM ) and the SEC made r t be made by Mittal Steel, including (in the latter case) n Frm 20-F and n Frm F-4. Mittal Steel undertakes n bligatin t publicly update its frward-lking statements, whether as a result f new infrmatin, future events, r therwise. N Offer N ffer t exchange r purchase any Arcelr shares r cnvertible bnds has been r will be made in The Netherlands r in any jurisdictin ther than Luxemburg, Belgium, Spain, France and the United States. Page 6 f 7

7 Imprtant Infrmatin In cnnectin with its prpsed acquisitin f Arcelr S.A. and revised ffer, Mittal Steel has filed and will file imprtant dcuments (1) with the CSSF, the CBFA, the AMF and the CNMV in Eurpe, including the Share Prspectus apprved by the AFM in The Netherlands n 16 th May 2006, and (2) with the SEC in the United States, including the registratin statement n Frm F-4, the Prspectus fr the exchange ffer and related dcuments. Investrs and Arcelr security hlders utside the United States are urged t carefully read the Infrmatin Dcument and the Share Prspectus, which tgether will cntain all relevant infrmatin in relatin t the ffer. Investrs and Arcelr security hlders in the United States (and hlders f Arcelr ADS wrldwide) are urged t carefully read the registratin statement n Frm F-4, the Prspectus and related dcuments. All such dcuments will cntain imprtant infrmatin. Investrs and Arcelr security hlders will be able t btain cpies f such dcuments free f charge n Mittal Steel s website at In additin, the French versin f the Infrmatin Dcument will be available n the AMF s website at and the registratin statement n Frm F-4, the Prspectus and related dcuments are available at the SEC s website at Page 7 f 7