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Arcelor Mittal Report
Arcelor Mittal Report
Report
“A Union of Titans”
Background
Mittal Steel
Mittal Steel is the world's largest and most global steel company, with shipments
of 49.2 million tons and revenues of over $28.1 billion in 2005. They own steel-
making facilities in 16 countries, spanning four continents. They employ 224,000
people spanning 49 different nationalities. Their shares are listed on the New
York and Amsterdam stock exchanges.
Mittal Steel has set the pace for the consolidation and globalization of the world
steel industry. They have taken on a range of acquisitions, many of them
formerly public sector-owned companies, and made successes of them. In the
process they have spread best practice and modern production techniques
throughout their plants. Their capital investment programme is unmatched in the
industry.
Their 5000 strong customer base, spanning 150 countries, includes household
names in the automotive, engineering and appliance sectors. A force in every
segment of the steel market, Mittal Steel produces a broad range of high-quality
finished and semi-finished products for the flat and long products markets.
Mittal Steel is among the most efficient steel producers in the world. They
encompass all aspects of modern steelmaking, combining both integrated and
mini-mill facilities and producing much of the iron ore and coking coal used in
their furnaces. They are also among the most advanced steel makers, operating
a range of modern technologies. They have pioneered the use of direct reduced
iron (DRI) as a raw material source and are now the world’s biggest producer of
DRI. With two technical research facilities, their product development teams are
ready to meet the needs of the most demanding customers.
Board of Directors
Mr. Lakshmi N. Mittal is the Chairman and CEO of Mittal Steel Company. He
founded the company in 1976 and has been responsible for the strategic
direction and development of its businesses. Mittal Steel is the only truly global
steel producer in the world with operations on 14 countries, spanning 4
continents. Mr. Mittal’s ability to guide the company in its identification,
acquisition and turnaround of steel assets has led to its emergence as one of the
world’s fastest growing steel producers. Mr. Mittal began his career working in
the family’s steelmaking business in India, and has over 30 years of experience
working in steel and related industries. Over the years, Mr. Mittal has also
championed the development of integrated mini-mills and the use of Direct
Reduced Iron or “DRI” as a scrap substitute for steelmaking and led the
consolidation process of the global steel industry. Other related activities of Mittal
Steel include shipping, power generation and distribution, and mining.
Mr. Mittal is an active philanthropist and a member of various trusts. Mittal Steel
is a significant contributor to local community and welfare activities for employees
in countries where the Group operates. Mr. Mittal is a member of the Foreign
Investment Council in Kazakhstan, the International Investment Council in South
Africa, the World Economic Forum’s International Business Council and the
International Iron and Steel Institute’s Executive Committee. He is a Director of
ICICI Bank Limited and is on the Advisory Board of the Kellogg School of
Management in the U.S.. He was born in Sadulpur in Rajasthan, India on June
15, 1950, and graduated from St. Xavier’s College in Calcutta where he received
a Bachelor of Commerce degree. He is married to Usha Mittal, and has a son,
Aditya Mittal and a daughter, Vanisha Mittal.
Mittal Steel Growth Timeline
1994 Sidbec-Dosco Canada’s number four steel maker is bought from the
Government of Quebec and renamed Ispat Sidbec.
2001 ALFASID LNM Holdings buys 70 per cent of ALFASID from the
Algerian government and renames it Ispat Annaba.
2003 Nova Hut LNM Holdings signs an agreement to buy Nova Hut, the
largest steel producer in the Czech Republic, from the
Czech government. The acquisition, at an all-in cost of
$905 million, takes effect in January 2003 and the
company is renamed Ispat Nova Hut.
2004 Polski Huty Stali LNM Holdings buys a controlling holding in Poland’s
leading steel producer, Polskie Huty Stali, and renames it
Ispat Polska Stal (IPS). The company boasts a capacity of
over 6.5 million tons a year but is close to bankruptcy at
the time of acquisition.
Macedonian facilities LNM adds to its downstream activities in the Balkans with
from Balkan Steel the acquisition of hot and cold rolling mills in Skopje,
Macedonia. The two mills, dormant for two years, are
renamed Ispat Skopje.
Mittal Steel Europe Mittal Steel restructures its European business, merging its
Created western European operations with its central and eastern
European operations to form one unified business
structure – Mittal Steel Europe.
MDA with Liberian Mittal Steel signs a mining development agreement with
Govt. the Government of Liberia, giving Mittal Steel access to
about one billion tonnes of iron ore resources in the west
of the country.
Acquisition of Kryvorizhstal is acquired for $4.8 billion following a public
Kryvorizhstal auction in Kiev. Kryvorizhstal is Ukraine’s leading
steelmaker with annual steel production of 7.7 million
tonnes and more than one billion tonnes of iron ore
resources. Company subsequently renamed Mittal Steel
Kryviy Rih.
Acquisition of Stelco Mittal Canada enters into definitive agreement for the
subsidiaries acquisition of Norambar Inc., Stelfil Ltée and Stelwire Ltd.
from Stelco Inc. Transaction completed in February 2006
at a cost of C$30 million
Arcelor
Arcelor was created by the merger of Aceralia, Arbed and Usinor, and the
determination of these three European groups to mobilise their technical,
industrial, and commercial synergies in a joint venture to create a global leader
with the ambition of becoming a major player in the steel industry.
Officially launched on February 19, 2001, the merger became effective on
February 18, 2002, when the Arcelor share was listed on several stock
exchanges. The choice of the name Arcelor was announced on December 12,
2001.
Aceralia
1902 : Creation of AHV
1950 : Creation of ENSIDESA
1973 : ENSIDESA (absorption of UNINSA)
1991 : Establishment of CORPORACION de la SIDERURGIA INTEGRAL
1994 : Establishment of CSI Corporacion Siderurgica, by utilizing the profitable assets of
Corporacion de la Siderurgia Integral. Operations begin in 1995.
1997 : Creation of ACERALIA CORPORACION SIDERURGICA and strategic alliance
with the Arbed Group.
Arbed
1882 : Establishment of the parent company
1886 : Beginning of Thomas steel production in Luxembourg
1911 : Merger of the 3 largest steelmakers in Luxembourg and creation of Arbed
1920 : Creation of TradeARBED
1922 : Creation of Cia Siderurgica Belgo-Mineira in Brazil
1962 : Creation of SIDMAR in Belgium
1985 : Majority shareholding in ALZ through SIDMAR
1992 : Control is taken of the former Maxhütte (ex-GDR) and establishment of Stahlwerk
Thüringen
1993 : Organization of the Group in business sectors
1993/97 : Conversion to electric steel production in Luxembourg
1995 : Majority shareholding in Klöckner Stahl, now STAHLwerke BREMEN
1997 : Strategic partnership with ACERALIA (formerly CSI) in Spain
1998 : Integration of ARISTRAIN in Spain - Majority shareholding in Belgo-Mineira
Board of Directors
January 14: LN Mittal talked to Arcelor CEO Guy Dolle about the possibility of
Mittal Steel acquiring Arcelor. Guy Dolle categorically turns Mittal down.
January 27: Mittal Steel launches a formal takeover bid for $22 billion dollars.
January 29: Arcelor rejected the offer and the French government said it has
"great concerns" about the merger. Arcelor has plants in France.
The market sent Arcelor's Paris-listed shares soaring 29%, to EURO 28.6. Mittal
shares listed in Amsterdam closed up 6.2%, at EURO 27.63. Steel shares
around the world also rose.
Mittal said that Arcelor Chief Executive Guy Dolle wasn't positive about the
approach, but he was confident Arcelor's shareholders will back the bid.
A tie-up between the two companies would create a company with $70 billion a
year in revenue and the most global production capacity in the industry. Arcelor
is primarily a European producer while Mittal is scattered around the globe.
The next largest producers after Mittal and Arcelor are Nippon Steel Corp and
Posco.
Mittal would become the leader in providing steel to the automotive industry in
Europe and the U.S., and would lead in the North American Free Trade Area in
appliances and packaging.
Hostility and Racism
There was a lot of hostility by Arcelor’s Management Board as they felt that Mittal
Steel was resorting to underhanded techniques to merge with them. They
dismissed the idea of a merger with a "company of Indians".
The European Union said it was against racial discrimination and the issue would
be treated only on commercial considerations.
There was a lot of controversy where racist remarks were made against LN
Mittal.
The bid stirred up passions amongst politicians, other leaders, and common
man. With the European Commission being accused of protectionism and
racism, Arcelor's CEO, Guy Dolle, offered a laundry list of ills in Mittal Steel
because of which the merger should not take place.
In London, a columnist for The Guardian spoke of how the bid unleashed a new
wave of 'economic patriotism,' adding that Mittal and his family were often
portrayed as aliens -- 'the Indians' -- rather than as global entrepreneurs.
Increasing Offers and Pressure
April 19: Mittal Chairman and Chief Executive Lakshmi Mittal calls Arcelor
Chairman Joseph Kinsch to ask for "friendly discussions'' about revising his
proposal in return for support from management.
May 4: Kinsch says the offer is "wholly inadequate'' and Arcelor has significant
concerns about the real value of Mittal shares.
May 9: Mittal Steel says it is ready to revise the offer and make corporate
governance changes "in the event of a recommended deal.''
May 10: Arcelor Chief Executive Guy Dolle describes as "insufficient'', Mittal's
offer to revise its bid.
May 11: Arcelor says it has filed a lawsuit in the United States against Mittal for
copying a type of steel for the auto industry.
May 19: Mittal raises its offer by 34 percent, bringing it up to $32.90 billion and
says it would reduce the Mittal family's stake in the company.
Severstal – A New Player
May 26: Arcelor announces a deal with Severstal that will give it a controlling
stake in Russia's steelmaker and $16.4 billion for 32 percent of Arcelor.
June 2: European Union antitrust regulators approve Mittal bid on condition the
new combined steel giant sell off some of its facilities if the bid succeeds.
June 9: Arcelor confirms it has held talks with Mittal on the term of its bid.
June 12: Arcelor rejects Mittal revised bid and recommends shareholders accept
deal with Severstal. Arcelor says the revised offer still undervalues the company
and urges shareholders to support the Severstal merger instead, but mandates
its board to explore possible improvements to the Mittal offer at a later date.
Mittal says it won't budge on price, but is prepared to make changes related to
corporate governance.
June 20: In a bid to woo Arcelor, Severstal revised the terms of its merger
proposal, saying that majority owner Mr Alexei Mordashov would settle for 25 per
cent of the new group rather than the initially proposed 32.3 per cent and raised
its offer by about 2 billion.
Agreement to Merger and Final Merger
June 19: Arcelor cancels shareholder meeting on share buyback amid growing
shareholder opposition.
June 21: Market regulators in France, Spain, Luxembourg and Belgium suspend
Arcelor shares, saying they want more clarity on the state of talks with Mittal and
Severstal.
June 25: Arcelor's board agrees to sweetened bid from Mittal worth about $32.3
billion.
June 30: Paving the way for a merger between Arcelor and Mittal Steel, an
overwhelming majority of shareholders of the Luxembourg-based firm vote down
a merger proposal from Russia's Severstal.
57.95% per cent of Arcelor shareholders voted against the Severstal offer.
In the process, they accept Mittal Steel's $32.3 billion offer, which was approved
by the Board of Arcelor on June 25 after a five-month long battle.
Arcelor had recommended acceptance of share and cash from Mittal Steel
valuing at about $32.3 billion, which creates a group with 3,20,000 employees
producing about 116 million tonnes of steel annually, accounting for about 10%
of the world market.
Arcelor chairman Joseph Kinsch told shareholders that the long fight with Mittal
was worth it, saying the India-born steel tycoon L N Mittal and the markets had
finally recognised Arcelor's "true value."
"We have created in five months more than EURO 12 billion in value," Kinsch
said.
Snapshot View of the Merger
Transaction highlights
• Board Committees
o an Audit Committee composed solely of independent directors
o an Appointments and Remuneration Committee composed of 4
members, including the Chairman, President and 2 independent
directors
• Other offers
Arcelor has agreed they will accept no other offer for Arcelor shares unless it is a
superior offer for the entire share capital of Arcelor
o No break-up fee required in contract
o If shares are issued under the Strategic Alliance Agreement, corporate
governance rules and certain other conditions terminate
• Standstill
Mittal family has agreed to a standstill at 45% of share capital. Exceptions in
certain circumstances - consent of a majority of the independent directors or in
case of passive crossing of such thresholds
• Lock up
Mittal family has agreed to a 5-year lock-up, subject to certain exceptions,
including the right to dispose of up to 5% of the share capital after the 2nd year
Purchasing (US$500m)
SGA (US$60m)
• IT synergies
• Reduction in external contracts e.g., consulting services
• Duplication in commercial network avoided
Conclusion
The largest steel company in the world is created, a company larger than the
next 3 largest steel companies combined. According to the press releases issued
by the companies, “Consolidation creates value in the steel industry”.
Arcelor is primarily a European player, while Mittal has interests all around the
world. Together, they form
The new company is number 1 in North America, South America, Africa, Western
Europe, Eastern Europe and CIS countries.
A very vital omission from this list is Asia and more importantly, LN Mittal’s home
country, India.
Why has LN Mittal not concentrated on India so far? One can speculate that he
was going at it step by step, conquering the world markets one by one and now,
only India is left.
Till now, he has shown virtually no interest in the Indian market.
Mittal Steel is the world's largest steel producer at 70 million tonnes a year,
almost double the world's second largest producer - Arcelor. October 2005 saw
the first battle between the big two- Mittal and Arcelor, both bid for Ukraine's
largest steel mill - Kryvorizhstal in an open televised bid. Mittal beat Arcelor to the
$4.8 billion deal, much more than the $3 billion at what analysts had valued
Kryvorizhstal.
Reports suggest that it was this bidding war with Arcelor that gave L N Mittal's
son Aditya, the CFO of Mittal Steel, the idea of taking over Arcelor. His reason
was that it would eliminate any future messy battles.
Why was the deal so important for LN Mittal? In a snapshot, the Mittal-Arcelor
combine would have an even larger share of the global steel market and would
be able to get a better grip over steel pricing.
Severstal had to be paid legal fees as they had been completely cut out of the
deal. Now Severstal has threatened a legal battle and a fresh bid. If that
happens, the immediate future, at least, will not be glinting enough to Mittal’s
advantage.
In the end, a European company had to finally give in and merge with
“a company of Indians”.
References
http://www.mittalsteel.com/Company/History/
http://www.mittalsteel.com/Company/Profile.htm
http://www.mittalsteel.com/Company/Management/
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m
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