Mittal Steel Announces Terms of Mandatory Sell-Out for Remaing Arcelor Shares
August 08 2006 - 3:29AM
PR Newswire (US)
ROTTERDAM, The Netherlands, August 8 /PRNewswire-FirstCall/ --
Mittal Steel Company N.V. ("Mittal Steel") (AEX:MT)(NYSE:MT)
announces the details of the sell-out right that, pursuant to
Luxembourg law, entitles the remaining shareholders of Arcelor to
sell their Arcelor shares to Mittal Steel within three months
following the end of the on-going subsequent offering period, i.e.,
from August 18, 2006 until November 17, 2006 (inclusive). In order
to conform to Luxembourg law and to give effect to the exercise of
the sell-out right, the remaining shareholders of Arcelor may sell
their shares solely for cash, at a price of EUR40.40 per Arcelor
share (i.e., the same as the cash consideration offered in the
secondary cash offer), which the Luxembourg Commission de
Surveillance du Secteur Financier (the "CSSF") has indicated was
the fair price of the all-cash consideration to be offered in the
sell-out proceedings. In order to comply with the provisions of the
Luxembourg takeover law relating to the sell-out, as from August
18, 2006 and throughout the three-month period ending on November
17, 2006 (inclusive), Mittal Steel will have a standing buy order
at a price of EUR40.40 per Arcelor share, on each of the markets
where Arcelor shares are listed, including on Euronext Brussels,
Euronext Paris, the Luxembourg Stock Exchange and the stock
exchanges of Barcelona, Bilbao, Madrid and Valencia. Settlement of
such trades will take place in accordance with the applicable rules
on each such market. If at any time prior to November 17
(inclusive) Mittal Steel holds 95% or more of the capital and
voting rights in Arcelor, Mittal Steel will require, in accordance
with Luxembourg law, the remaining shareholders of Arcelor to sell
their Arcelor shares to Mittal Steel at a price of EUR40.40 per
Arcelor share. When Mittal Steel exercises such right, a further
press release will detail the conditions of such squeeze-out and
the sell-out proceedings will then be terminated. No Offer In
connection with the pending offer to acquire Arcelor, no offer to
exchange or purchase any Arcelor shares or convertible bonds has
been or will be made in The Netherlands or in any jurisdiction
other than Luxembourg, Belgium, Spain, France and the United
States. This document does not constitute an offer to exchange or
purchase any Arcelor shares or convertible bonds. The pending offer
to acquire Arcelor is made only pursuant to the official offer
document approved by the appropriate regulators. Important
information In connection with its proposed acquisition of Arcelor
S.A., Mittal Steel has filed important documents (1) in Europe,
with the Commission de Surveillance du Secteur Financier (CSSF) in
Luxembourg, the Commission Bancaire, Financiere et des Assurances
(CBFA) in Belgium, the Comision Nacional del Mercado de Valores
(CNMV) in Spain and the Autorite des marches financiers (AMF) in
France, including local versions of the Information Document
approved by the CSSF, the CBFA and the AMF (AMF approval no.
06-139) on May 16, 2006 and by the CNMV on May 22, 2006 and local
versions of supplements thereto approved by such regulators on May
31, 2006 (AMF approval no. 06-169) and July 4, 2006 (AMF no.
06-250), and a Share Listing Prospectus approved by the Autoriteit
Financiele Markten (AFM) in The Netherlands on May 16, 2006 and
supplements thereto approved by the AFM on May 31, 2006, June 23,
2006, July 4, 2006, and July 5, 2006 and (2) with the Securities
and Exchange Commission (SEC) in the United States, including a
registration statement on Form F-4, a Prospectus for the exchange
offer, dated June 7, 2006, an Amended and Restated Exchange Offer
Prospectus, dated June 29, 2006, a prospectus supplement dated July
7, 2006, and related documents. Investors and Arcelor security
holders outside the United States are urged to carefully read the
Information Document and the Share Listing Prospectus, including
the supplements thereto, which together contain all relevant
information in relation to the Offer. Investors and Arcelor
security holders in the United States are urged to carefully read
the registration statement on Form F-4, the Amended and Restated
Exchange Offer Prospectus, the prospectus supplement thereto, and
related documents. All such documents contain important
information. Investors and Arcelor security holders may obtain
copies of such documents free of charge on Mittal Steel's website
at http://www.mittalsteel.com/. In addition, the French version of
the Information Document is available on the AMF's website at
http://www.amf-france.org/, the Spanish version of the Information
Document is available on the CNMV's website at http://www.cnmv.es/,
and the registration statement on Form F-4, the Amended and
Restated Prospectus, the prospectus supplement thereto and related
documents are available on the SEC's website at
http://www.sec.gov/. About Mittal Steel Mittal Steel is the world's
largest and most global steel company. The company has operations
in twenty-seven countries, on five continents. Mittal Steel
encompasses all aspects of modern steelmaking, to produce a
comprehensive portfolio of both flat and long steel products to
meet a wide range of customer needs. It serves all the major steel
consuming sectors, including automotive, appliance, machinery and
construction. For 2005, Mittal Steel had revenues of US$28.1
billion and steel shipments of 49.2 million tons. The company
trades on the New York Stock Exchange (MT), Euronext Amsterdam
(MT), Euronext Brussels (MTBL), Euronext Paris (MTP), the
Luxembourg Stock Exchange (MT), and the stock exchanges of
Barcelona, Bilbao, Madrid and Valencia (MTS). DATASOURCE: Mittal
Steel Company NV CONTACT: Details on the implementation of such
sell-out right can be obtained from: Mittal Steel Company N.V.
Julien Onillon, Director, Investor Relations, +44(0)20-7543-1136
(and Treasurer Mittal Steel USA); Mittal Steel Company N.V., Thomas
A. McCue, Director, North American Investor Relations,
+1-312-899-3927; Mittal Steel Company N.V., Do-hyun AN, Manager,
Investor Relations, +44(0)20-7543-1150
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