Mittal Steel Company N.V. Announces Final Results of Cash and Stock Elections by Former International Steel Group Inc. Stockhold
April 22 2005 - 10:09AM
PR Newswire (US)
Mittal Steel Company N.V. Announces Final Results of Cash and Stock
Elections by Former International Steel Group Inc. Stockholders
ROTTERDAM, The Netherlands, April 22 /PRNewswire-FirstCall/ --
Mittal Steel Company N.V. ("Mittal Steel") [NYSE and Euronext
Amsterdam: MT] and its wholly owned subsidiary Mittal Steel USA ISG
Inc. (formerly known as International Steel Group Inc., "ISG" or
"Mittal Steel USA ISG") have been informed by The Bank of New York,
the exchange agent in connection with their merger, that final
results of the cash and stock elections by former ISG stockholders
are as follows: - Cash Elections: Valid elections to receive $42 in
cash for each share of ISG common stock were made with respect to
96,233,434 shares of ISG common stock, which includes the cash
election portion of mixed elections; - Stock Elections: Valid
elections to receive 1.21740 Mittal Steel class A common shares for
each share of ISG common stock were made with respect to 2,808,883
shares of ISG common stock, which includes the stock election
portion of mixed elections; and - No Elections: No election was
made or was deemed to have been made with respect to 993,633 shares
of ISG common stock. These elections were subject to proration
calculations so that, in the aggregate, 50 percent of the shares of
ISG common stock outstanding as of the effective time on April 15,
2005 were converted into the right to receive $42 in cash per share
and 50 percent were converted into the right to receive 1.21740
Mittal Steel class A common shares per share of ISG common stock.
Mittal Steel has determined that all shares of ISG common stock
with respect to which a former ISG stockholder made no election or
failed to make a valid election will be treated as electing to
receive stock consideration. Based on these final results of the
elections, the merger consideration to be paid to former ISG
stockholders is as follows: - Cash Elections: Former ISG
stockholders who validly elected cash will receive (1) $42.00 in
cash for approximately 51.98 percent of their shares and (2)
1.21740 Mittal Steel class A common shares for approximately 48.02
percent of their shares of ISG common stock with respect to which
that election was made; - Stock Elections: Former ISG stockholders
who validly elected to receive Mittal Steel class A common shares
will receive 1.21740 Mittal Steel class A common shares for each
share of ISG common stock with respect to which that election was
made; - Mixed Elections: Former ISG stockholders who validly
elected to receive a combination of cash and Mittal Steel class A
common shares will receive (1) 1.21740 Mittal Steel class A common
shares for each share of ISG common stock with respect to which a
stock election was made and (2) a combination of (a) $42.00 in cash
for approximately 51.98% percent of their shares and (b) 1.21740
Mittal Steel class A common shares for approximately 48.02 percent
of their shares of ISG common stock with respect to which a cash
election was made; and - No Elections: Former ISG stockholders who
made no election or were deemed not to have made a valid election
will receive 1.21740 Mittal Steel class A common shares for each
share of ISG common stock with respect to such shares of ISG common
stock. Pursuant to the Agreement and Plan of Merger and
Reorganization, dated as of October 24, 2004 and amended as of
April 11, 2005, among Mittal Steel (formerly known as Ispat
International N.V.), Park Acquisition Corp. and ISG, fractional
shares of Mittal Steel class A common shares will not be issued. In
lieu thereof, former ISG stockholders will receive $33.03 in cash
per fractional share interest of a Mittal Steel class A common
share, which amount is equal to the average daily closing price of
Mittal Steel class A common shares on the New York Stock Exchange
from March 16, 2005 through April 13, 2005. In connection with the
consummation of the merger, approximately 60,891,883 Mittal Steel
class A common shares are being issued to former ISG stockholders
and approximately US$2.1 billion in cash is being paid to former
ISG stockholders. About Mittal Steel Company Mittal Steel Company
is the world's most global steel company. Formed from the
combination of Ispat International N.V. and LNM Holdings N.V., the
company has operations in fourteen countries, on four 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 2004, Mittal Steel had revenues of
US$22.2 billion and steel shipments of 42.1 million tons. The
company trades on the New York Stock Exchange and the Euronext
Amsterdam under the ticker symbol "MT". DATASOURCE: Mittal Steel
Company N.V. CONTACT: For more information, please contact Nicola
Davidson, T +44-(0)-20-7543-1162; Paul Weigh, T
+44-(0)-20-7543-1172
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