Regulatory News:
- Increased Offer Price of C$1.50 in
Cash per Common Share
- Offer is for 100% of Outstanding
Common Shares
- Nunavut Iron Joins ArcelorMittal
Offer as Joint Offeror
- Nunavut Iron Advises Shareholders to
Withdraw Shares from Nunavut Iron’s Partial Bid and Tender to
ArcelorMittal Offer
- Approximately 25% of Baffinland
Shares Remain Locked-Up to the Offer
- Offer Extended to 11:59 P.M.
(Toronto Time) on 24 January 2011
ArcelorMittal and Nunavut Iron Ore Acquisition Inc. (“Nunavut
Iron”) today announced that Nunavut Iron has joined ArcelorMittal
as joint offeror under the ArcelorMittal offer (the “ArcelorMittal
Offer”) in order to provide Baffinland shareholders with a
substantially improved offer of C$1.50 in cash for 100% of
Baffinland's outstanding common shares (“Common Shares”). The
ArcelorMittal Offer is also for all of Baffinland's Common Share
purchase warrants issued 31 January 2007 (the "2007 Warrants") at a
price of $0.10 per warrant. The time for acceptance of the
ArcelorMittal Offer has been extended until 11:59 p.m. (Toronto
time) on 24 January 2011 (“Expiry Time”).
The increased offer price of C$1.50 per Common Share under the
ArcelorMittal Offer represents a premium of approximately 36% to
the original ArcelorMittal Offer price of C$1.10 per Common Share,
and a premium of 168% to the trading price of the Common Shares
prior to Nunavut Iron's original unsolicited offer in September
2010.
Nunavut Iron and ArcelorMittal have entered into an agreement as
to their respective interests and obligations under the
ArcelorMittal Offer and for the development of the Mary River
Property upon completion of their acquisition of Baffinland. Under
the agreement, ArcelorMittal and Nunavut Iron will own 70% and 30%
of Baffinland respectively upon successful completion of the
ArcelorMittal Offer and if a second step acquisition transaction is
completed.
Peter Kukielski, Head of Mining and Member of the Group
Management Board of ArcelorMittal said: "Together with Nunavut
Iron, we are providing a more attractive offer to Baffinland
shareholders than either of us were prepared to provide on our own.
Our joint offer provides shareholders outstanding value and
provides certainty to all Baffinland shareholders."
Bruce Walter, Chairman of Nunavut Iron said "We are pleased to
be joining together with ArcelorMittal on this venture. The Energy
and Minerals Group and Nunavut Iron look forward to working with
ArcelorMittal to successfully develop the Mary River project for
the benefit of all stakeholders."
Nunavut Iron advises Baffinland shareholders who have tendered
to its bid to withdraw their shares and tender them to the
ArcelorMittal Offer.
The all-cash offer for 100% of Baffinland's Common Shares and
2007 Warrants remains subject to the same conditions, except that
the revised ArcelorMittal Offer is subject to an increased minimum
tender condition of at least 66 2/3% of the Common Shares
calculated on an in-the-money fully diluted basis (including Common
Shares held by the joint offerors).
Nunavut Iron and its affiliates hold 40,721,400 Common Shares,
representing in the aggregate approximately 10.3% of the
outstanding Common Shares on an in-the-money fully-diluted basis.
As previously announced, ArcelorMittal has entered into a lock-up
agreement with Baffinland's largest shareholder, Resource Capital
Funds, pursuant to which RCF has tendered all of its Common Shares
and 2007 Warrants, representing approximately 22.5% of the
outstanding Common Shares (on a fully diluted basis), to the Offer.
In addition, each of the directors and officers of Baffinland have
tendered all Common Shares and 2007 Warrants held by them,
representing a further approximately 2.4% of the outstanding Common
Shares (on a fully diluted basis), to the Offer pursuant to lock-up
agreements with ArcelorMittal.
The regulatory approvals announced by ArcelorMittal on 13
December 2010 continue to apply in respect of the revised
ArcelorMittal Offer.
The notice of variation and extension in respect of the
amendment and extension of the ArcelorMittal Offer will be mailed
to registered holders of Baffinland Common Shares and 2007 Warrants
promptly and will be available on SEDAR at www.sedar.com.
Questions and requests for assistance as to how to withdraw your
Common Shares from the Nunavut Iron offer to tender to the
ArcelorMittal Offer may be directed to Kingsdale Shareholder
Services Inc., at 1-888-518-1562 toll free in North America, or at
416-867-2272 outside of North America, or by email at
contactus@kingsdaleshareholder.com.
ArcelorMittal has retained Georgeson Shareholder Communications
Canada Inc. as information agent in connection with the Offer.
Computershare Investor Services Inc. is the depositary for the
Offer. Any questions or requests for assistance or further
information on how to tender Common Shares or 2007 Warrants to the
Offer may be directed to, and copies of the above referenced
documents may be obtained by contacting, the information agent at
1-888-605-7641 or by email at askus@georgeson.com or by contacting
the depositary at 1-800-564-6253 (North America) or 1-514-982-7555
(overseas), or by email at corporateactions@computershare.com.
Securityholders whose Common Shares or 2007 Warrants are registered
in the name of a broker, investment dealer, bank, trust company or
other nominee should contact such nominee for assistance in
depositing their Common Shares and 2007 Warrants to the Offer.
This document contains forward-looking information and
statements about ArcelorMittal and its subsidiaries. These
statements include statements regarding plans, objectives and
expectations with respect to future operations and statements
regarding future performance generally. Forward-looking statements
may be identified by the words "will," "believe," "expect" or
similar expressions. Although ArcelorMittal's management believes
that the expectations reflected in such forward-looking statements
are reasonable, investors and holders of ArcelorMittal's securities
are cautioned that forward-looking information and statements are
subject to numerous risks and uncertainties, many of which are
difficult to predict and generally beyond the control of
ArcelorMittal, that could cause actual results and developments to
differ materially and adversely from those expressed in, or implied
or projected by, the forward-looking information and statements.
These risks and uncertainties include those discussed or identified
in the filings with the Luxembourg Stock Market Authority for the
Financial Markets (Commission de Surveillance du Secteur Financier)
and the United States Securities and Exchange Commission (the
"SEC") made or to be made by ArcelorMittal, including
ArcelorMittal's Annual Report on Form 20-F for the year ended 31
December, 2009 filed with the SEC. ArcelorMittal undertakes no
obligation to publicly update its forward-looking statements,
whether as a result of new information, future events or
otherwise.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities in Canada, the United
States or any other jurisdiction. Any such offer to sell or the
solicitation of an offer to buy any securities will be made only
pursuant to appropriate documentation in compliance with all
applicable securities laws. No such offer or any sale of any
securities will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About ArcelorMittal
ArcelorMittal is the world's leading steel company, with
operations in more than 60 countries.
ArcelorMittal is the leader in all major global steel 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. With an industrial presence in over 20 countries spanning
four continents, the Company covers all of the key steel markets,
from emerging to mature.
Through its core values of Sustainability, Quality and
Leadership, ArcelorMittal commits to operating in a responsible way
with respect to the health, safety and wellbeing of its employees,
contractors and the communities in which it operates. It is also
committed to the sustainable management of the environment and of
finite resources. ArcelorMittal recognises that it has a
significant responsibility to tackle the global climate change
challenge; it takes a leading role in the industry's efforts to
develop breakthrough steelmaking technologies and is actively
researching and developing steel-based technologies and solutions
that contribute to combat climate change.
In 2009, ArcelorMittal had revenues of $65.1 billion and crude
steel production of 73.2 million tonnes, representing approximately
8 per cent of world steel output.
ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg (MT) and on
the Spanish stock exchanges of Barcelona, Bilbao, Madrid and
Valencia (MTS).
For more information about ArcelorMittal visit:
www.arcelormittal.com
ABOUT NUNAVUT IRON AND IRON ORE HOLDINGS, LP
Nunavut Iron was incorporated under the laws of Canada on August
27, 2010 and has not carried on any material business other than in
connection with matters directly related to Nunavut Iron's offer.
Nunavut Iron is wholly owned by Iron Ore Holdings.
Iron Ore Holdings is a limited partnership formed under the laws
of Delaware for the purpose of making Nunavut Iron's offer. Iron
Ore Holdings is owned by Bruce Walter, the Chairman of Nunavut
Iron, Jowdat Waheed, the President and Chief Executive Officer of
Nunavut Iron, and funds managed by The Energy & Minerals Group.
The Energy & Minerals Group is a private investment firm with a
family of funds with over US$2 billion under management that invest
in the energy and minerals sectors.
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