ARCELOR-MITTAL ISSUE

ARCELOR-MITTAL ISSUE

One of the most controversial business deals ever- the acquisition of Arcelor Steel by Mittal Steel led to the creation of Arcelor-Mittal, the largest steel maker in the world.

1. Background (before the deal)
Mittal Steel- the largest producer of steel in terms of volume. Despite the fact that Mittal steel is based in Netherlands, it is perceived that the company is non-European because its CEO Lakshmi Mittal is Indian.

Arcelor- Headquartered in Luxembourg, the merger of three steel companies- Aceralia, Arbed and Usinor led to the creation of Arcelor. In 2005, Arcelor had revenues of 32 billion Euros.

2. The original bid
In January 2006, Mittal Steel launched a $22.7 billion offer to Arcelor’s shareholders. The deal was split between Mittal Shares (75 percent) and cash (25 percent). Under the offer, Arcelor shareholders would have received 4 Mittal Steel shares and 35 euros for every 5 Arcelor shares they held. (Ultimately the power to buy or sell the shares rests with the shareholder and the company management can at best advice its shareholders whether to accept or reject the bid)

3. Consolidation in the steel industry- inevitable:
The steel industry is highly fragmented, the top 5 manufacturers in the steel industry account for less than 25 percent of the market (to put that in perspective, the corresponding figure for the automotive industry is 73 percent). LN Mittal believes that the consolidation will end with three of four major companies dominating the industry around 2010.

Bigger steel manufacturers have better bargaining powers against customers (such as as auto manufacturers) and against suppliers (iron ore).

Consolidation helps in comapnies improving their sourcing of raw materials; access to more markets, better utilization, more flexibility in production scheduling and better efficiency.

4. The Controversy
Arcelor Management: The management believed that Arcelor itself would have been doing the acquisitions and not the other way around. The management was extremely hostile to Mittal Steel’s bid from the beginning. Arcelor repeatedly played the patriotic card in order for shareholders to reject the bid. The CEO of Arcelor dismissed Mittal Steel as a “company of Indians” and unworthy of taking over a European company. (all this despite the fact that most industry analysts and investment banks pointing out that the deal was in Arcelor‘s best interests)

European Governments:
The French government (despite not being a shareholder) was against the deal because of worries over its 28000 Arcelor employees. Despite repeated assurances from Mittal that the deal would not lead to layoffs the government of France was never convinced. The government of Luxembourg (a stakeholder) was against the deal as well for a variety of reasons. The European Union approved of the Mittal-Arcelor deal.

5. Moves by Arcelor to counter the bid by Mittal:
Declaration of Dividend: On February 16, Arcelor declared a dividend of 1.2 Euros, which was 85 percent higher than the previous dividend in 2004. This was seen as an attempt by the company to convince shareholders that the situation under the current management was extremely positive. Many analysts accused the company of “creative” accounting.

The Russian Angle: In an attempt to thwart the offer from Mittal Steel, Arcelor released a 13 billion Euro merger plan with Severstal, a Russian company. This merger would have made the new Severstal-Arcelor entity too big for Mittal Steel to buy. Despite the merger plan being fraught with loopholes, the Arcelor management tried to convince shareholders that this was the best deal for them. The shareholders however rejected the merger with not one shareholder voting in favour of the merger.

6. Role of Guy Dolle (then CEO of Arcelor)
Mr. Dolle’s reaction to the Mittal bid led to widespread criticism of his actions. Analysts believe that Guy Dolle had issues with the personality of LN Mittal.
As the controversy panned out, Dolle raised several issues including the management of Mittal (Aditya Mittal, son of LN Mittal is on the board). Dolle also raised a number of issues about the safety record of Mittal and also repeatedly pointed out that Arcelor was absolute key to Europe’s economic health.
Guy Dolle is not a part of the new Arcelor-Mittal organization.

7)The stance of the Indian Government

Most Indians were of the opinion that the deal was not getting pushed through because of Lakshmi Mittal’s nationality.

The Indian government raised the issue at several forums especially through commerce minister Kamal Nath. It was also alleged that India had threatened not to ratify a taxation accord with Luxembourg due to the latter’s opposition to the deal.

The irony is that LN Mittal himself felt that there was no case of “racism” here as Mittal Steel was a European company and NOT an Indian one.

8. End Result
The deal was finally clinched when the shareholders of Arcelor agreed to Mittal Steel’s offer ending the transaction that had dragged on for months.
Mittal had to however considerably sweeten the initial offer. Under severe pressure to counteract the Arcelor- Severstal merger, Mittal had to raise its valuation of Arcelor to $32.9 billion. The Mittal family holds 43 percent of the combined group. The combined company holds 10 percent of the global market for steel. The consolidation phase is well and truly underway .

Regards,

Manas Nayak