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Shareholders Approve Second-Step Merger of ArcelorMittal into Arcelor

11/06/2007 - Shareholders of ArcelorMittal and Arcelor approve the merger of ArcelorMittal into Arcelor during Extraordinary General Meetings held Monday, Nov. 5.

Shareholders of ArcelorMittal and Arcelor approved the merger of ArcelorMittal into Arcelor during Extraordinary General Meetings held Monday, Nov. 5.
 
99.5 % of the votes cast at the ArcelorMittal Extraordinary General Meeting and 97.3% of the votes cast at the Arcelor Extraordinary General Meeting were cast in favor of the proposed merger. 954,514,724 shares (67.4% of ArcelorMittal’s outstanding share capital) were present or represented at the ArcelorMittal Extraordinary General Meeting, and 648,601,269 shares (96.8% of Arcelor’s outstanding share capital) were present or represented at the Arcelor Extraordinary General Meeting.
 
The merger is the second step in the two-step merger process between Mittal Steel Company N.V. (which merged into ArcelorMittal on 3 September 2007) and Arcelor. It is expected to be effective on Tuesday, November 13, 2007.
 
“With the successful integration of the Mittal and Arcelor teams complete, the EGMs mark the final step in our legal and technical integration,” said Lakshmi N. Mittal “As one company in every sense, we look forward to continued progress as the world's leading steel company.”
 
Shareholders of both ArcelorMittal and Arcelor approved all proposed resolutions, including (among other decisions) approval of:
 
  • Restructuring Arcelor’s share capital to have a one-to-one exchange ratio in the merger, thus limiting the merger’s effect on the ArcelorMittal share price. This restructuring will exchange 7 pre-restructuring Arcelor shares for 8 post-restructuring Arcelor shares.
  • Distribution of an additional dividend of $0.040625 per (pre-merger) post-share capital restructuring Arcelor share to be paid simultaneously with the last installment of the Arcelor dividend on December 17, 2007. The additional dividend will ensure that all Arcelor shareholders will receive the same per-share dividend of $0.325, taking into account the effect of the Arcelor share capital restructuring.
  • Arcelor’s name change to ArcelorMittal upon effectiveness of the merger.
 
Share Capital Restructuring—The share capital restructuring will be effective on November 6, 2007.
 
As a result of the share capital restructuring, some Arcelor holders may receive one or several fractions of a seventh of a post-restructuring Arcelor share (if by the close of business on November 5, 2007 they do not hold a multiple of seven Arcelor shares).
 
Merger of ArcelorMittal into Arcelor—The merger of ArcelorMittal into Arcelor is expected to be effective on November 13, 2007. Upon effectiveness of the merger, ArcelorMittal will cease to exist, Arcelor will be renamed ArcelorMittal and holders of ArcelorMittal shares will automatically receive one newly issued Arcelor (to be renamed ArcelorMittal) share for every one ArcelorMittal share on the basis of their respective holdings (as entered in the ArcelorMittal shareholder registry or their respective securities accounts).
 
ArcelorMittal is the world's largest steel company, with 320,000 employees in more than 60 countries. The company 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% of world steel output.