LUXEMBOURG, Jan. 25 /CNW/ - ArcelorMittal and Nunavut Iron Ore
Acquisition Inc. (together the "Offerors") today announced that they have waived the minimum tender condition
under their offer (the "Offer") to purchase all of the outstanding common shares ("Common Shares") of Baffinland Iron Mines Corporation ("Baffinland") and all outstanding Common Share purchase warrants issued pursuant to
a warrant indenture dated 31 January 2007 (the "2007 Warrants"). The Offerors have taken-up 189,501,398 Common Shares and 2,701,406 2007 Warrants under the Offer, being all the Common Shares and 2007
Warrants tendered as at 11:59 p.m. (Toronto time) on 24 January 2011.
The 189,501,398 Common Shares taken-up represent approximately 50% of
the outstanding Common Shares on a non-diluted basis (or approximately
48% of the outstanding Common Shares on an in-the-money, fully-diluted
basis) and together with the 40,721,400 Common Shares held by Nunavut
Iron and its affiliates, represent approximately 61% of the outstanding
Common Shares on a non-diluted basis (or approximately 59% of the
outstanding Common Shares on an in-the-money, fully-diluted basis). The
2,701,406 2007 Warrants taken-up under the Offer represent approximately 45% of
the outstanding 2007 Warrants.
The Offerors have extended the Offer from 11:59 p.m. (Toronto time) on
January 24, 2011 to 11:59 p.m. (Toronto time) on February 4, 2011 (the
"Expiry Time") to allow Baffinland securityholders who have not yet tendered their
Common Shares and 2007 Warrants time to do so.
ArcelorMittal and Nunavut Iron also announced that they entered into an
agreement dated January 25, 2011 (the "Agreement") providing for the principal binding terms of the shareholders
agreement to govern with respect to their ownership of Common Shares
during the period of time prior to when they first acquire 66 2/3% or
more of the outstanding Common Shares of Baffinland. The Agreement
provides that ArcelorMittal and Nunavut Iron will, through a holding
corporation formed by the amalgamation of a subsidiary of ArcelorMittal
and an affiliate of Nunavut Iron ("Amalco"), own 70% and 30%, respectively, of all Common Shares and 2007
Warrants acquired pursuant to the Offer together with the Common Shares
held by Nunavut Iron and its affiliates, commit to use their voting
control of Baffinland so far as is permitted by law to, among other
things, begin a review and assessment of Baffinland's Mary River
Project, and agree to fund their proportionate amounts in connection
with any take-up and payment of Common Shares and 2007 Warrants under
the Offer and all costs of Amalco on a pro rata basis.
The Amalco board of directors will be composed of six directors with
four directors appointed by ArcelorMittal and two directors appointed
by Nunavut Iron. Subject to certain extraordinary approval
requirements, all decisions of the Amalco board of directors with
respect to Amalco and with respect to the exercise of voting control
over Baffinland will be determined by majority approval of the Amalco
directors. In accordance with the agreement, Amalco will appoint such
majority number of directors to the board of directors of Baffinland as
it is permitted to do so under the Support Agreement.
The Agreement contains customary representations, covenants and
conditions, including provisions relating to the transfer of each
party's interest in Amalco and the default of a party in respect of
the Offer or the failure to fund the costs of Amalco.
More detail with respect to the Agreement can be found in the notice of
extension and change and the full Agreement will be made available on
SEDAR at www.sedar.com.
The notice of extension and change will be mailed to registered holders
of Common Shares and 2007 Warrants promptly and will be available on
SEDAR at www.sedar.com.
ArcelorMittal has retained Georgeson Shareholder Communications Canada
Inc. as information agent in connection with the Offer. Computershare
Investor Services Inc. is the depositary for the Offer. Any questions
or requests for assistance or further information on how to tender
Common Shares or 2007 Warrants to the Offer may be directed to, and
copies of the above referenced documents may be obtained by contacting,
the information agent at 1-888-605-7641 or by email at firstname.lastname@example.org or by contacting the depositary at 1-800-564-6253 (North America) or
1-514-982-7555 (overseas), or by email at email@example.com. Securityholders whose Common Shares or 2007 Warrants are registered in
the name of a broker, investment dealer, bank, trust company or other
nominee should contact such nominee for assistance in depositing their
Common Shares and 2007 Warrants to the Offer.
This document contains forward-looking information and statements about
ArcelorMittal and its subsidiaries. These statements include statements
regarding plans, objectives and expectations with respect to future
operations and statements regarding future performance generally.
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, 2009 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.
ArcelorMittal is the world's leading steel company, with operations in
more than 60 countries.
ArcelorMittal is the leader in all major global steel 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. With an industrial
presence in over 20 countries spanning four continents, the Company
covers all of the key steel markets, from emerging to mature.
Through its core values of Sustainability, Quality and Leadership,
ArcelorMittal commits to operating in a responsible way with respect to
the health, safety and wellbeing of its employees, contractors and the
communities in which it operates. It is also committed to the
sustainable management of the environment and of finite resources.
ArcelorMittal recognises that it has a significant responsibility to
tackle the global climate change challenge; it takes a leading role in
the industry's efforts to develop breakthrough steelmaking technologies
and is actively researching and developing steel-based technologies and
solutions that contribute to combat climate change.
In 2009, ArcelorMittal had revenues of $65.1 billion and crude steel
production of 73.2 million tonnes, representing approximately 8 per
cent of world steel output.
ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg (MT) and on the
Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia
ABOUT NUNAVUT IRON AND IRON ORE HOLDINGS, LP
Nunavut Iron was incorporated under the laws of Canada on August 27,
2010 and has not carried on any material business other than in
connection with matters directly related to Nunavut Iron's previous
offer and this offer to acquire Baffinland.. Nunavut Iron is wholly
owned by Iron Ore Holdings.
Iron Ore Holdings is a limited partnership formed under the laws of
Delaware for the purpose of making the Offer. Iron Ore Holdings is
owned by Bruce Walter, the Chairman of Nunavut Iron, Jowdat Waheed, the
President and Chief Executive Officer of Nunavut Iron, and funds
managed by The Energy & Minerals Group. The Energy & Minerals Group is
a private investment firm with a family of funds with over US$2 billion
under management that invest in the energy and minerals sectors.
For further information:
For more information about ArcelorMittal visit:www.arcelormittal.com