ST. LOUIS and LUXEMBOURG, Oct. 20,
2011 /PRNewswire/ -- Peabody Energy (NYSE: BTU) and
ArcelorMittal (NYSE: MT) today announced that CRH and CITIC Group
have confirmed that they intend to accept the A$16.00 all-cash takeover offer for Macarthur
Coal Ltd (ASX: MCC). With these acceptances, PEAMCoal will
control more than 49% of Macarthur Coal shares, and intends to
declare the offer unconditional upon obtaining control of 50.01% of
Macarthur shares.
PEAMCoal also announced that it will increase the offer price
for all shareholders from A$16.00 to
A$16.25 per share if PEAMCoal
acquires relevant interests in at least 90% of Macarthur shares by
7:00 p.m. (Brisbane time) on 11
November 2011. PEAMCoal reserves the right to extend this
date.
PEAMCoal has declared the increased offer price of A$16.25 per share (payable if PEAMCoal acquires
relevant interests in at least 90% of Macarthur shares by
7:00 p.m. (Brisbane time) on 11
November 2011) to be final (in the absence of a superior or
competing proposal). Reaching the 90% relevant interest
threshold would allow PEAMCoal to compulsorily acquire all
outstanding Macarthur shares.
PEAMCoal also announced that today it will free the offer from
all conditions other than the 50.01% minimum acceptance.
"We are pleased that these shareholders have decided to accept
our offer, which delivers full value to Macarthur shareholders,"
said Peabody Energy Chairman and Chief Executive Officer
Gregory H. Boyce. "We look
forward to transitioning to the next phase of Macarthur's
future."
"With the latest positive developments, we now urge all
Macarthur shareholders to accept our offer as soon as possible, in
order to maximise their chances of receiving the increased offer
price," said Aditya Mittal, CFO and Member of the Group Management
Board at ArcelorMittal.
CRH and CITIC Group holdings represent approximately 25.2% of
Macarthur shares. They have informed PEAMCoal they intend to
accept the PEAMCoal offer within the next 24 hours. Once these
acceptances are processed, PEAMCoal will have a relevant interest
in approximately 49.2% of Macarthur's shares, and PEAMCoal is
confident that the only remaining condition of 50.01% acceptance
will soon be satisfied.
PEAMCoal also will accelerate the payment terms under its offer.
For accepting shareholders, PEAMCoal will now pay the A$16.00 per share cash consideration on or before
the later of:
- 10 days after the date on which the offer becomes
unconditional; or
- 10 days after the offer is accepted.(1)
If PEAMCoal acquires relevant interests in at least 90% of
Macarthur's shares, and becomes entitled to compulsorily acquire
any outstanding shares, it will pay the additional A$0.25 per share cash consideration to accepting
Macarthur shareholders on or before the later of:
- 10 days after the date on which the 90% threshold is reached;
or
- 10 days after the offer is accepted.(2)
All participating members of the Macarthur Board previously
recommended that Macarthur shareholders accept the PEAMCoal offer,
in the absence of a superior proposal. Assuming sufficient
acceptances to trigger the additional A$0.25 per share payment, the equity in Macarthur
is valued at approximately A$4.9
billion.
PEAMCoal has extended the offer period by two weeks so that it
will now close at 7:00 p.m.
(Brisbane time) on 11 November 2011. PEAMCoal reserves the
right to further extend at its discretion. PEAMCoal currently
has an interest in approximately 24.0% of the Macarthur shares,
including the shares subject to a recently established
Institutional Acceptance Facility.
Macarthur shareholders seeking further information regarding the
offer should contact PEAMCoal's Offer Information Line on 1800 992
039 (for callers within Australia)
or +61 2 8280 7692 (for callers outside Australia).
Peabody Energy Forward Looking Statement
Certain statements in this press release are forward-looking
as defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on numerous assumptions
that the company believes are reasonable, but they are open to a
wide range of uncertainties and business risks that may cause
actual results to differ materially from expectations. These
factors are difficult to accurately predict and may be beyond the
company's control. The company does not undertake to update its
forward-looking statements. Factors that could affect results
include those described in this press release as well as risks
detailed in the company's reports filed with the Securities and
Exchange Commission.
ArcelorMittal Forward Looking Statement
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, 2010 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 Macarthur Coal
Macarthur Coal is a leading producer of low-volatile PCI
metallurgical coal with production and development assets in the
Bowen Basin, Australia, including
the Coppabella and Moorvale Joint Venture, Middlemount and
Codrilla. It holds total coal reserves of 270 million tonnes and
total resources of approximately 2.3 billion tonnes.
About Peabody Energy
Peabody Energy is the world's largest private-sector coal
company and a global leader in clean coal solutions. With 2010
sales of 246 million tons and nearly $7
billion in revenues, Peabody Energy fuels 10% of U.S. power
and 2% of worldwide electricity. For more information about
Peabody Energy visit:
www.peabodyenergy.com. Contact:
Vic Svec (+1 314
342-7768)
About ArcelorMittal
ArcelorMittal is the world's leading integrated steel and
mining company, with operations in more than 60 countries. In 2010,
ArcelorMittal had revenues of US$78
billion and crude steel production of 90.6 million tonnes,
representing approximately 6% of world steel output.
ArcelorMittal's mining operations produced 47 million tonnes of
iron ore and 7 million tonnes of metallurgical coal as well in
2010. For more information about ArcelorMittal visit:
www.arcelormittal.com. Contact:
Giles Read (+44 20 3214
2845)
(1) If the final day of this 10 day period is not a business
day, the final day will be the next business day.
(2) If the final day of this 10 day period is not a business
day, the final day will be the next business day.
SOURCE Peabody Energy