PARIS, April 3, 2002 (PRIMEZONE) -- Pursuant to the terms of a memorandum of understanding signed on February 19, 2001, the three companies ACERALIA, ARBED and USINOR (PSE:USI) decided upon a joint industrial plan, the internal organization of ARCELOR, and the principal terms of their combination through the launching by ARCELOR of three exchange offers for all the capital stock (excluding the ACERALIA 1997 Warrants) and voting rights of each of the companies.
Calendar of the Transaction
12/24/2001 Opening of the offer on ARBED in Luxembourg and Belgium
and the offer on USINOR in France
01/04/2002 Opening of the offer on ACERALIA in Spain
01/31/2002 Closing of the offers in Luxembourg, Belgium and France
02/08/2002 Closing of the offer in Spain
02/18/2002 Beginning of market listing and trading (Bourse de
Luxembourg, Premiers Marches of Euronext Paris and
Euronext Brussels, Madrid, Barcelona, Bilbao and Valencia
Stock Exchanges)
02/18/2002 Reopening of the offers on ARBED and USINOR
03/08/2002 Closing of the reopened offers in Luxembourg, Belgium and
France
Results of the First Offer
At the closing of the offers on ARBED and USINOR, on January 31, 2002, the following securities had been tendered:
- 9,895,588 shares of ARBED, representing 98.32% of the share capital;
- 235,056,475 shares of USINOR, representing 93.35% of the share capital;
- 24,343,320 of the USINOR 3.875% O.C.E.A.N.E.s due 2005, of the 25,000,000 outstanding, representing 97.37% of these bonds;
- 26,990,988 of the USINOR 3% O.C.E.A.N.E.s due 2006, of the 28,575,999 outstanding, representing 94.45% of these bonds.
At the closing of the offer on ACERALIA, on February 8, 2002, 118,495,385 shares of ACERALIA (representing 94.79% of the ACERALIA shares outstanding at the close of the offer) had been tendered.
As a result, the Board of Directors decided to issue, effective February 15, 2002, the following:
- 106,377,571 ARCELOR shares in consideration for the ARBED shares tendered in the Offers;
- 235,056,475 ARCELOR shares in consideration for the USINOR shares tendered in the Offers;
- 157,993,846 ARCELOR shares in consideration for the ACERALIA shares tendered in the Offers;
- 16,787,931 ARCELOR shares in consideration for the contribution by Staal Vlaanderen of 1,561,668 ARBED shares;
representing a total of 516,215,823 new shares.
ARCELOR also issued:
- 24,343,320 ARCELOR O.C.E.A.N.E.s due 2005 in consideration for the USINOR 2005 O.C.E.A.N.E.s tendered in the Offers; and
- 26,990,988 ARCELOR O.C.E.A.N.E.s due 2006 in consideration for the USINOR 2006 O.C.E.A.N.E.s tendered in the Offers.
Results of the Reopening of the Offers and the Contribution by ARBED ESPANA BV of ACERALIA Shares Given the clear success at the closing of the initial offers, and in compliance with applicable provisions, it was decided to reopen the offer in Luxembourg and Belgium, as well as the offer in France, with the terms of the offers remaining unchanged.
At the closing of this reopening of the offers in Luxembourg, Belgium and France, on March 8, 2002, the following securities had been tendered:
- 102,416 ARBED shares;
- 10,640,794 USINOR shares;
- 337,328 USINOR 2005 O.C.E.A.N.E.s; and
- 729,888 USINOR 2006 O.C.E.A.N.E.s.
On March 1, 2002, the Board of Directors of ARCELOR decided, in connection with the contribution of 297,354 ACERALIA shares by ARBED ESPANA BV, to issue new shares in consideration for this contribution.
As a result, ARCELOR issued, effective March 18, 2002, the following:
- 1,100,972 ARCELOR shares in consideration for the ARBED shares tendered;
- 10,640,794 ARCELOR shares in consideration for the USINOR shares tendered;
- 396,472 ARCELOR shares in consideration for the contribution by ARBED ESPANA BV of ACERALIA shares;
representing a total of 12,138,238 new ARCELOR shares.
ARCELOR also issued:
- 337,328 ARCELOR 2005 O.C.E.A.N.E.s; and
- 729,888 ARCELOR 2006 O.C.E.A.N.E.s.
Final Situation
At the completion of the exchange offers and the ancillary transactions mentioned above, ARCELOR issued a total of:
- 528,354,061 ARCELOR shares.
Taking into account the 6,450 preexisting shares, the total number of issued ARCELOR shares is 528,360,511, which represents a subscribed share capital of EUR 2,641,802,555; 24,680,648 ARCELOR 2005 O.C.E.A.N.E.s; and 27,720,876 ARCELOR 2006 O.C.E.A.N.E.s.
As of today, ARCELOR holds:
- 118,792,739 ACERALIA shares, representing 95.03% of the shares of ACERALIA;
- 11,559,672 ARBED shares, representing 99.43% of the shares of ARBED;
- 245,697,269 USINOR shares, representing 97.58% of the shares of USINOR;
- 24,680,648 USINOR O.C.E.A.N.E.s due 2005, representing 98.72% of these bonds; and
- 27,720,876 USINOR O.C.E.A.N.E.s due 2006, representing 97.01% of these bonds.
The three Exchange Offers launched by ARCELOR on the ACERALIA, ARBED and USINOR groups met with great success, as demonstrated by the results at the closing of the transaction.
The shareholding structure of the new Group provides strong visibility and liquidity, with more than 70% of the shares offered to private and institutional investors ("free float").
The success of the exchange offers reflects the confidence of the former shareholders of ACERALIA, ARBED and USINOR in the new Group and its plan. They have demonstrated their support of the desire of the three founding companies to participate in the reorganization of the world steel industry and to bring together industrial, commercial, financial and human strengths to develop steel in Europe and elsewhere in the world. ARCELOR thanks the shareholders of ACERALIA, ARBED and USINOR for having, through their renewed confidence, allowed the birth of this new Group.