Final Results of Mittal Steel's Offer for Arcelor: After Subsequent Offering Period, Mittal Steel Holds 93.7% of Arcelor's Shar
2006年8月28日 - 5:21PM
PRニュース・ワイアー (英語)
ROTTERDAM, The Netherlands, August 28 /PRNewswire-FirstCall/ --
Mittal Steel Company N.V. ("Mittal Steel") is pleased to announce
today the final results of its offer for Arcelor securities,
following completion of the centralization of tenders in the
subsequent offering period which ran from July 27 through A ugust
17 in Belgium, France, Luxembourg, Spain and the U.S. The following
additional Arcelor securities were tendered during this subsequent
offering period: - 12,721,665 Arcelor shares (including Arcelor
shares underlying Arcelor ADSs tendered in the U.S. offer); and -
57,651 Arcelor convertible bonds (OCEANEs 2017). An additional
7,547 Arcelor shares have been acquired by Mittal Steel as of
August 25, 2006 pursuant to the previously-announced mandatory
sell-out procedure under Luxembourg law that has been open since
August 18, 2006. Together with the 594.5 million Arcelor shares and
19.9 million Arcelor convertible bonds tendered during the initial
offering period closed on July 13, these results indicate that, on
the settlement date of the subsequent offering period, Mittal Steel
will hold 607,278,965 Arcelor shares and 19,916,184 Arcelor
convertible bonds representing 93.72% of Arcelor's issued share
capital and 93.80% of Arcelor's voting rights. (These figures
exclude any shares that Mittal Steel may acquire on or after the
date hereof pursuant to the mandatory sell-out procedure.) Pursuant
to Luxembourg law, the remaining shareholders of Arcelor remain
entitled to sell their Arcelor shares to Mittal Steel at a price of
EUR40.40 per Arcelor share until November 17, 2006 (inclusive).
Geographical breakdown of share tenders The geographical break-down
of shares tendered during the subsequent offering period of the
offer is as follows: - 64,848 Arcelor shares in Belgium through
Euroclear Belgium; - 10,733,227 Arcelor shares in France through
Euroclear France; - 480,520 Arcelor shares in Luxembourg through
Clearstream Luxembourg and Euroclear Bank; - 909,395 Arcelor shares
in Spain through Iberclear; - 136,555 Arcelor ADSs in the U.S.; and
- 397,120 Arcelor shares through the Arcelor shareholder register.
Proration and allocation procedures In the aggregate, 12,721,665
Arcelor shares were tendered, of which: - 4,868,129 in the primary
mixed cash and exchange offer; - 4,235,911 in the secondary cash
offer; and - 3,617,625 in the secondary exchange offer. Given the
fact that the ratio of the number of shares tendered in the
secondary cash offer to the number of shares tendered in the
secondary exchange offer exceeds 31.1/68.9, pursuant to the
proration and allocation procedures described in the offer
prospectus, as supplemented, 2,605,596 Arcelor shares tendered in
the secondary cash offer were deemed to be tendered in the primary
mixed cash and exchange offer. As a result thereof, Mittal Steel
will acquire the Arcelor shares tendered in its offer according to
the following distribution: - 7,473,725 Arcelor shares in the
primary mixed cash and exchange offer; - 1,630,315 Arcelor shares
in the secondary cash offer; and - 3,617,625 Arcelor shares in the
secondary exchange offer. As a result of the above, holders who
tendered Arcelor shares (or Arcelor ADSs) in the secondary cash
offer will, in the aggregate, receive the all-cash consideration of
EUR40.40 per Arcelor share (or U.S. dollar equivalent) in respect
of only 38.55% of the Arcelor shares that they tendered in the
secondary cash offer and will receive the standard mixed
consideration of EUR12.55 in cash and 13:12 Mittal Steel class A
common share for each Arcelor share (or an amount in U.S. dollars
equal to EUR12.55 in cash and 1.083 Mittal Steel class A common
share in exchange for each Arcelor ADS) in respect of 61.45% of the
Arcelor shares that they tendered in the secondary cash offer. It
is, however, important to note that these figures do not take into
account the full effect of fraction of shares or reflect the effect
of rounding. The consideration that holders will receive in
exchange for Arcelor shares (or Arcelor ADSs) that they tendered in
the primary offer and in the secondary exchange offer will not be
subject to any adjustment and will be paid in the amounts described
in the offer prospectus, as supplemented. As a result, 13.8 million
new Mittal Steel shares will be issued as consideration for the
offer and the cash portion of the total offer consideration will be
around EUR160.6 million. Once these new shares have been issued on
the settlement date, there will be a total of approximately 1,392.3
million Mittal Steel shares issued and the market capitalization of
Mittal Steel will be approximately EUR36.8 billion (US$47 billion)
(based on the closing Mittal Steel share price on Euronext Paris of
EUR26.42 and on the NYSE of US$33.76 on August 25, 2006), with a
free float[1] of approximately 769 million shares representing
about 55.23% of the total market capitalization. As previously
announced, following completion of the anticipated post-offer
merger of Mittal Steel with Arcelor, the combined Group will be
re-named Arcelor Mittal. Settlement Mittal Steel will accept all
the Arcelor shares and Arcelor convertible bonds tendered during
the subsequent offering period and the settlement of the subsequent
offering period, the delivery of the Mittal Steel shares offered,
the payment of the cash consideration and the listing of the new
Mittal Steel shares issued as consideration in the offer on
Euronext Amsterdam, Euronext Brussels, Euronext Paris, the
Luxembourg Stock Exchange, the stock exchanges of Barcelona,
Bilbao, Valencia and Madrid will occur on September 4, 2006. Since,
however, this date is a federal holiday in the United States, the
centralising agent for Arcelor ADSs tendered in the subsequent
offering period may not commence delivery of new Mittal Steel
shares and cash to the holders of tendered ADSs until September 5,
2006. In addition, since the New York Stock Exchange will be closed
on September 4, 2006, the listing of the new Mittal Steel shares
issued as consideration in the subsequent offering period will
commence on the New York Stock Exchange on September 5, 2006. No
Offer No offer to exchange or purchase any Arcelor shares or
convertible bonds has been or will be made in The Netherlands or in
any jurisdiction other than Luxembourg, Belgium, Spain, France and
the United States. This document does not constitute an offer to
exchange or purchase any Arcelor shares or convertible bonds. Such
an offer is made only pursuant to the official offer document
approved by the appropriate regulators. About Mittal Steel Mittal
Steel is the world's largest and most global steel company. The
company has operations in twenty-seven countries, on five
continents. Mittal Steel encompasses all aspects of modern
steelmaking, to produce a comprehensive portfolio of both flat and
long steel products to meet a wide range of customer needs. It
serves all the major steel consuming sectors, including automotive,
appliance, machinery and construction. For 2005, Mittal Steel had
revenues of US$28.1 billion and steel shipments of 49.2 million
tons. The company trades on the New York Stock Exchange (MT),
Euronext Amsterdam (MT), Euronext Brussels (MTBL), Euronext Paris
(MTP), the Luxembourg Stock Exchange (MT), and the stock exchanges
of Barcelona, Bilbao, Madrid and Valencia (MTS). Reference: [1]
i.e., excluding shareholders owning more than 5% of the total
equity. DATASOURCE: Mittal Steel Company NV CONTACT: Enquiries:
Nicola Davidson, Mittal Steel Company, +44-207-543-1162. UK media:
Philip Gawith, Maitland Consultancy or Lydia Pretzlik, Maitland
Consultancy, +44-20-7379-5151. US media: Winnie Lerner, Abernathy
McGregor or Gillian Angstadt, Abernathy McGregor, +1-212-371-5999.
French media: Anne Meaux, Image Sept, +33-6-89-87-61-76
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