September 08, 2008

ArcelorMittal\'s update on second step of merger

ArcelorMittal and Arcelor have announced 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 NV into ArcelorMittal on September 3rd 2007, this merger constitutes the second step of the previously announced two-step merger process between Mittal Steel and Arcelor.

The release said that on May 16th 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.

It added that on September 25th 2007, the boards of directors of ArcelorMittal and Arcelor unanimously decided that
1. 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;
2. 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 US proxy statement/prospectus to be registered on Form F-4 with the US Securities and Exchange Commission;
3. To convene on November 5th 2007 the Arcelor and ArcelorMittal extraordinary general meetings to vote, among other things, on the merger.

The release said that ArcelorMittal and Arcelor shareholders would each be asked to vote on the merger at their respective extraordinary general meetings of shareholders, both to be held on November 5th 2007 in Luxembourg. The extraordinary general meeting of Arcelor will also resolve, among other items, on the share capital restructuring and the renaming of Arcelor to ArcelorMittal.

The release added that “If the merger is duly approved by the Arcelor and ArcelorMittal shareholders and all other conditions precedent have been satisfied or waived, the merger of ArcelorMittal into Arcelor is expected to be effected on or about November 13th 2007. Upon the effective date, the Arcelor shares that will be issued in this second step merger will be listed on the same exchanges as those on which Arcelor shares are currently traded. Arcelor shares will also be listed on Euronext Amsterdam by NYSE Euronext and the New York Stock Exchange on the effective date so that after the merger the Arcelor shares will be listed on all exchanges where ArcelorMittal shares are currently listed.”