On the afternoon of Tuesday May 30, in an anonymous meeting room in Stuttgart airport, Lakshmi Mittal pulled out a sheet of paper and persuaded Jose Maria Aristrain to sign it.
It may have been a contrast to the sumptuous surroundings of Arcelor’s headquarters where the deal was sealed with a handshake on Monday, but this was a key moment in the five-month battle by Mr Mittal, chairman and main owner of Mittal Steel, to push through a hostile takeover bid for Luxembourg steelmaker Arcelor.
The tussle, which has turned into one of the most sustained corporate dramas of the past decade, was resolved on Sunday night when Arcelor finally agreed to an improved bid by Mittal which valued Arcelor at €26.9bn ($33.9bn)
The bid was 44 per cent above Mr Mittal’s opening offer for the company on January 27. It will lead to the formation of a new company: Arcelor Mittal.
The fact that Mr Mittal has succeeded in his goal to create such a giant business, and on terms that were described on all sides on Monday as friendly, will be interpreted as a victory for the the Indian billionaire, who will own 43 per cent of the new company.
He did this against intially overwheming hostility to the deal by Arcelor, plus strong criticism of its logic from many continental European politicians, particularly in France.
But according to Antoine Spillmann, a Switzerland-based businessman who is a board member of Arcelor and was present at Sunday’s meeting of Arcelor directors to decide on the deal, talk of winners and losers is inapprorpriate.
Mr Spillmann says Arcelor’s directors were happy at the end of the meeting not just because they had convinced Mr Mittal to pay substantially more for Arcelor than he had envisaged in January, but because “we had had the chance to study what he was offering, and we could see the merits of a new merged company”.
Similar sentiments were voiced by Michel Wurth, deputy chief executive of Arcelor, who is expected to play a key role in Arcelor Mittal. Mr Wurth says: “We are looking forwards, not backwards.”
Mr Spillmann’s views are important because he is the representative on the Arcelor board of Mr Aristrain, a Spanish businessman who owns 3.7 per cent of Arcelor, making him one of the company’s largest shareholders.
Due to this, Mr Mittal had marked out the Spaniard since January as a man whom he had to convince the Mittal/Arcelor merger made sense.
After a series of meetings with Mr Aristrain early on, Mr Mittal flew into Stuttgart on May 30 for a private discussion with the Spaniard. He had with him a draft letter from Goldman Sachs, the New York bank and one of Mittal’s advisers. The letter criticised the terms of a rival merger to the Mittal/Arcelor deal – this time involving Arcelor and Severstal, a large Russian steelmaker – that Arcelor had unveiled just a few days previously in a bid to block the Mittal acqusition.
The letter said the way Arcelor was intending to “consult” its shareholders on Severstal merger – by putting it to them at an investors’ meeting on June 30 at which the deal would be deemed to be approved, unless more than 50 per cent of the entire investor base voted against it – was profoundly undemocratic and against normal corporate governance principles.
After some discussion, Mr Aristrain agreed to sign the letter, along with a a group of other Arcelor shareholders who together accounted for 20 per cent-30 per cent of Arcelor’s share capital. The “dirty thirty” - as the group came to be known - were an important influence in persuading Arcelor that its proposed deal with Severstal was running into opposition.
Last Tuesday, Mr Aristrain went even further, by saying publicly he had severe misgivings about the way Arcelor was failing to take shareholders’ views into account. He urged the company not just to rethink the Severstal deal but to take seriously the Mittal merger - which he said was a “good proposition” - by putting pressure on Mr Mittal to improve the terms.
By the day of Mr Aristrain’s statement, Arcelor was on the back foot. It had cancelled a shareholders’ meeting due last Wednesday which had been due to approve a €6.5bn share buyback. The retreat was due to the fact that many shareholders had told the company they were going to vote down the buyback in a protest against the company’s general handling of the Mittal takever discussions.
On Wednesday night, Mr Mittal flew to Brussels for a meeting with Joseph Kinsch, Arcelor’s chairman - with Mr Kinsch all but ready to agree a deal. According to one Mittal adviser, the two men made “substantial progress” that night in coming up the terms of the revised offer that would be acceptable to the Arcelor board - even though the final price of €40.4 a share was agreed only in final negotiations on Saturday night.
Mr Mittal says: “I am very happy we have got a deal on friendly terms and that a rational view has prevailed over an emotional one”.
He says he has to thank Arcelor shareholders - with Mr Aristrain playing an important role - in putting pressure on the company to switch from resisting his offer to seeing it made sense.
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