ArcelorMittal in $1.75 Billion De-Listing Cash Offer for Brazilian Stainless Steel Subsidiary

December 4, 2007

Cleary Gottlieb is acting as international counsel to ArcelorMittal in its planned cash tender offer, announced December 4, to acquire the 43% that it does not already own of outstanding shares in ArcelorMittal Inox Brasil S.A. (formerly Acesita S.A.).

The shares eligible to be tendered in the offer represent a value of R$3.2 billion, or US$1.75 billion, at the offer price of R$100 per share. The offer is subject to Brazilian regulatory approvals. If more than two-thirds of eligible shares are tendered, ArcelorMittal Inox Brasil’s shares will be delisted in Brazil.

ArcelorMittal Inox Brasil is the only integrated producer of flat stainless and silicon steel in Latin America.

ArcelorMittal is the world’s number one steel company, with 320,000 employees in over 60 countries. Cleary Gottlieb represented Mittal Steel in its successful tender offer for Arcelor and subsequent two-step back-end merger. Cleary Gottlieb has also represented ArcelorMittal in its two other going-private transactions involving the former Arcelor’s Latin American subsidiaries (Arcelor Brasil in Brazil and Acindar in Argentina).