Sep 27 2007
ArcelorMittal and Arcelor today announce 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 Company N.V. (“Mittal Steel”) into ArcelorMittal on September 3, 2007, this merger constitutes the second step of the previously announced two-step merger process between Mittal Steel and Arcelor.
On May 16, 2007, Mittal Steel, ArcelorMittal and Arcelor announced 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 Boards of Directors of ArcelorMittal and Arcelor 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 the ArcelorMittal share price and hence its comparability pre- and post-merger; 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;
- to approve the documentation relating 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;
- to convene on November 5, 2007 the Arcelor and ArcelorMittal extraordinary general meetings to vote, among other things, on the merger.
Furthermore, the Board of Directors of Arcelor resolved to propose to the shareholders to approve the 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, in order to 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.