ArcelorMittal and Nunavut Iron Recommend Baffinland Securityholders Tender to Offer to Ensure Prompt Payment
02 Febbraio 2011 - 7:00PM
Business Wire
Regulatory News:
ArcelorMittal and Nunavut Iron Ore Acquisition Inc. (“Nunavut
Iron” and, together with ArcelorMittal, the "Offerors")
announced today that they have taken-up an additional 1,343,574
common shares (the “Common Shares”) of Baffinland Iron Mines
Corporation (“Baffinland”) and 5,000 common share purchase
warrants issued pursuant to a warrant indenture dated 31 January
2007 (the "2007 Warrants") of Baffinland under their
outstanding offer (the “Offer”) of C$1.50 per Common Share
and C$0.10 per 2007 Warrant.
The additional Common Shares taken-up, together with Common
Shares held by the Offerors, represent approximately 65% of the
outstanding Common Shares on a non-diluted basis (or approximately
63% of the outstanding Common Shares on an in-the-money, fully
diluted basis). The additional 2007 Warrants taken-up, together
with 2007 Warrants held by the Offerors, represent approximately
45% of the outstanding 2007 Warrants.
The Offer remains open for acceptance until 11:59 p.m. (Toronto
time) on February 4, 2011 (the “Expiry Time”) to allow
Baffinland securityholders who have not yet tendered their Common
Shares and 2007 Warrants time to do so and receive prompt payment
for their tendered securities. Common Shares and 2007 Warrants
tendered to the Offer will be promptly taken-up prior to the Expiry
Time. Payment for such taken-up securities will be made within
three business days of the take-up. Securityholders are encouraged
to tender their remaining Common Shares and 2007 Warrants to the
Offer as soon as possible and in any event prior to the Expiry Time
to receive prompt payment.
The Offerors currently intend to effect a subsequent acquisition
transaction to acquire the remaining Common Shares and 2007
Warrants, as described in the take-over bid circular in respect of
the Offer, as amended and supplemented. The timing and details of
any such transaction will necessarily depend on a variety of
factors, as described in the take-over bid circular, however under
such transaction all Common Shares and 2007 Warrants will be
mandatorily acquired at the same price of $1.50 per Common Share
and $0.10 per 2007 Warrant as under the Offer. Completion of such
transaction will require up to 60 days or potentially longer from
the expiry of the Offer. As a result, Baffinland shareholders and
warrant holders should be aware that if they tender to the Offer
they will receive payment for their Common Shares and 2007 Warrants
promptly, whereas if they do not tender and a subsequent
acquisition transaction is completed, while their Common Shares and
2007 Warrants will be acquired at the same price as paid under the
Offer, payment will not be made until after completion of that
transaction. In addition, the tax consequences to a securityholder
of a subsequent acquisition transaction may differ from the tax
consequences to such securityholder of accepting the Offer.
In the event the Offerors take up in excess of 66⅔% of the
Common Shares prior to the current expiry of the Offer on February
4, 2011, the Offerors do not currently intend to extend the Expiry
Time beyond February 4, 2011.
Georgeson Shareholder Communications Canada Inc. has been
retained 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.
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.
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 is wholly owned by Iron Ore Holdings, LP.
Iron Ore Holdings, LP is a limited partnership formed under the
laws of Delaware and 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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