Regulatory News:
ArcelorMittal and Nunavut Iron Ore Acquisition Inc. (“Nunavut
Iron” and, together with ArcelorMittal, the “Offerors”)
today announced the expiration of their offer (the “Offer”)
for common shares (the “Common Shares”) and Common Share
purchase warrants issued pursuant to a warrant indenture dated 31
January 2007 (the “2007 Warrants”) of Baffinland Iron Mines
Corporation (“Baffinland”).
The Offerors also announced that, since the notice of extension
dated February 7, 2011 in respect of the Offer, they have taken-up
an additional 16,500,508 Common Shares and 262,112 2007 Warrants
under the Offer. As a result, the Offerors have taken-up all
325,192,869 Common Shares and 4,530,824 2007 Warrants deposited
under the Offer and not withdrawn.
The Common Shares taken-up under the Offer, together with Common
Shares held by the Offerors, represent approximately 93% of the
outstanding Common Shares. The 2007 Warrants taken-up under the
Offer, together with 2007 Warrants held by the Offerors, represent
approximately 76% of the outstanding 2007 Warrants. Other than the
Common Shares and 2007 Warrants, the only securities of Baffinland
which remain outstanding are less than 2,500,000 Common Share
purchase warrants issued pursuant to a warrant indenture dated 10
December 2009 (the “2009 Warrants”).
The Offerors and Baffinland also announced that Baffinland and
1843208 Ontario Inc. (“Acquireco”), a corporation owned as
to 70% by ArcelorMittal and as to 30% by Iron Ore Holdings, LP, and
that holds all of the Baffinland securities taken-up under the
Offer, have agreed to pursue a court approved plan of arrangement
under the laws of Ontario (the “Arrangement”), pursuant to
the terms of an arrangement agreement entered into between
Baffinland and Acquireco. Under the terms of the Arrangement
Acquireco will acquire the remaining Baffinland securities not
owned by it for cash consideration equal in value to that offered
under the Offer or, in the case of the 2009 Warrants, C$0.80 per
2009 Warrant, being the in-the-money portion of the 2009 Warrants
based on the C$1.50 price per Common Share under the Offer.
Baffinland will seek an order from the Ontario Superior Court of
Justice (the “Court”) on February 18, 2011 authorizing,
among other things, the convening of a meeting of the shareholders
of Baffinland (the “Meeting”) on March 22, 2011 to approve
the Arrangement. Subject to the terms of the Court order, the
Arrangement will require approval by two-thirds of the votes cast
by holders of Common Shares and by a simple majority of the votes
cast by the minority holders of Common Shares. Warrantholders will
be entitled to receive notice of and attend, but not to vote at,
the Meeting. Baffinland has fixed February 18, 2011 as the record
date for determining those Shareholders and Warrantholders entitled
to receive notice of the Meeting or any adjournment thereof and
those Shareholders entitled to vote at the Meeting or any
adjournment thereof. Acquireco intends to vote all of the Common
Shares held by it in favour of the Arrangement and is entitled to
treat the Common Shares acquired by it under the Offer as
“minority” shares for purposes of the majority of minority
approval. Accordingly, subject to the terms of the Court order,
Acquireco holds a sufficient number of Common Shares to ensure the
Arrangement is approved. Subject to Baffinland obtaining a final
order of the Court approving the Arrangement following the Meeting,
the Offerors and Baffinland expect the Arrangement, if approved,
will become effective on March 23, 2011.
Holders of Baffinland securities should refer to the notice of
special meeting of shareholders and management information circular
to be delivered in respect of the Meeting for additional
information on the background to the Arrangement, the Arrangement
and the Meeting.
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.
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.
Iron Ore Holdings is a limited partnership formed under the laws
of Delaware for the purpose of making the 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.
About Baffinland
Baffinland is a Canadian publicly-traded junior mining company
that is focused on its wholly-owned Mary River iron ore deposits
located on Baffin Island, Nunavut Territory, Canada. Baffinland’s
Common Shares trade on the Toronto Stock Exchange under the trading
symbol BIM.
For more information about Baffinland visit
www.baffinland.com.
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 2010, ArcelorMittal had revenues of $78.0 billion and crude
steel production of 90.6 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
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