ArcelorMittal Reacts to Statements Made by Certain Minority Shareholders of Arcelor.LUXEMBOURG & ROTTERDAM, Netherlands -- Regulatory News: ArcelorMittal (Mittal Steel Company Mittal Steel Company N.V. (Euronext: MT, NYSE: MT) was the world's largest steel producer by volume, and also the largest in turnover. Company is now part of Arcelor Mittal. CEO Lakshmi Mittal's family owned 88% of the company. N.V.) and Arcelor announced the proposed terms of the second step of their merger through a press release dated 16 May 2007, indicating that such merger will be effected on the basis of an exchange ratio of 7 Arcelor shares for every 8 ArcelorMittal shares. Certain Arcelor minority shareholders have made statements in the press that are inaccurate and misleading. In response to such statements, ArcelorMittal states the following. In determining the exchange ratio for the merger, the Boards of Directors have applied the principles outlined in the Memorandum of Understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment. of 25 June 2006 and disclosed in the Information Document of 4 July 2006 (section V.A.3.4) and reiterated in a 14 November 2006 press release (SS 3 and 4). There could therefore have been no doubt as to the principles to be used to determine such exchange ratio, i.e., that it would be consistent with the value of Arcelor shares pursuant to the secondary exchange offer as at the date of its settlement and delivery on August 1, 2006, and as required by applicable laws, would have to be reviewed and validated by independent auditors Independent Auditor An external auditor with a certified public accounting designation that qualifies him or her to provide an auditor's report. Notes: These auditors aren't affiliated with the company being audited. considering its fairness to both ArcelorMittal and Arcelor shareholders. Statements made by certain minority shareholders that ArcelorMittal and Arcelor allegedly communicated to the market that the exchange ratio used will be the same than the one used in the exchange offer are thus completely inaccurate. The merger process that is being carried out fully complies with applicable laws and best market practices. The merger exchange ratio has been determined on the basis of a multi-criteria analysis performed in accordance with international market practice. The fairness of this ratio has been confirmed to the respective Boards by Goldman Sachs The Goldman Sachs Group, Inc., or simply Goldman Sachs (NYSE: GS) is one of the world's largest global investment banks. Goldman Sachs was founded in 1869, and is headquartered in the Lower Manhattan area of New York City at 85 Broad Street. with respect to the shareholders of ArcelorMittal and by Morgan Stanley All relevant information, approved by the competent authorities, the Luxembourg CSSF CSSF California State Science Fair CSSF Commission de Surveillance du Secteur Financier (Luxembourg) CSSF Canadian Scientific Submersible Facility CSSF Comite de Soutien a la Scolarisation des Filles and the US SEC in due time, including the multi-criteria analysis, the fairness opinions Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. of the banks advising the boards and the reports of the independent auditors will be made public once the prospectus prepared in connection with the issue of the new Arcelor shares in the second-step merger will have been approved by the relevant authorities in due time for the shareholders to prepare their votes for the shareholders' meetings that will be convened to approve the merger in the course of the fall of 2007. There is no legal rule in Luxembourg or the Netherlands imposing that the exchange ratio of the exchange offer be guaranteed in a subsequent merger. Any suggestion that such a rule would exist is inaccurate and misleading. On the contrary, Luxembourg corporate law imposes, like the laws of the Netherlands and of most European countries and consistent with EU directive (European Union Directive) A set of privacy requirements that took effect in 1998 and ordered European member nations to enact compliant legislation. It deals with the establishment of Data Protection Authorities, people's rights to personal information and enforcement. 78/855/EU, that the exchange ratio used in a merger be relevant and reasonable in view of the respective values of the companies to be merged. The purpose of this requirement is to prevent that the shareholders of one of the two companies benefit at the expense of the shareholders of the other company. In the ArcelorMittal and Arcelor merger, the exchange ratio must be fair to both the 6% that have chosen to remain shareholders of Arcelor or decided to become shareholder of Arcelor post completion of the sell-out procedure and all the shareholders of ArcelorMittal, a large portion of which are former shareholders of Arcelor who have tendered their shares in the offer. Additional Information In connection with the proposed merger of Mittal Steel Company N.V. ("Mittal Steel") with ArcelorMittal (a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Mittal Steel), and the subsequent merger of ArcelorMittal with Arcelor, Mittal Steel, ArcelorMittal and Arcelor will file important documents with the relevant securities regulatory authorities, including the filing with the U.S. Securities and Exchange Commission of registration statements that will each include a proxy statement/prospectus. Each proxy statement/prospectus will contain important information about the relevant merger and related matters, and Mittal Steel, ArcelorMittal and Arcelor will make public such proxy statement/prospectus and mail the proxy statement/prospectus to the relevant U.S. shareholders. Investors and security holders are urged to read each proxy statement/prospectus, and any other relevant documents filed with the relevant securities regulatory authorities, when they become available and before making any investment decision. You will be able to obtain a free copy of each proxy statement/prospectus (when available) and other related documents filed with the SEC by Mittal Steel, ArcelorMittal and Arcelor at the SEC's web site at www.sec.gov and from Mittal Steel, ArcelorMittal and Arcelor at http://www.arcelormittal.com/. About ArcelorMittal ArcelorMittal is the world's number one steel company, with 320,000 employees in more than 60 countries. The company brings together the world's number one and number two steel companies, Arcelor and Mittal Steel. ArcelorMittal is the leader in all major global 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. An industrial presence in 27 European, Asian, African and American countries List of American countries Nations:
ArcelorMittal key pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma financials for 2006 show combined revenues of USD USD In currencies, this is the abbreviation for the U.S. Dollar. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 88.6 billions, with a crude steel production of 118 million tonnes, representing around 10 per cent of world steel output. ArcelorMittal is listed on the stock exchanges of New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of (MT), Amsterdam (MT), Paris (MTP (1) (Message Transfer Part) See SS7. (2) (Media Transfer Protocol) A Microsoft enhancement to the picture transfer protocol (PTP), starting with Windows Media Player 10 in Windows XP. ), Brussels (MTBL MTBL Mean Time Between Data Loss ), Luxembourg (MT) and on the Spanish stock exchanges of Barcelona, Bilbao, Madrid (MTS (1) See Microsoft Transaction Server. (2) (Modular TV System) The stereo channel added to the NTSC standard, which includes the SAP audio channel for special use. 1. MTS - Message Transport System. 2. ) and Valencia. |
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