Cleary Gottlieb represented Mittal Steel Company N.V. in its combined mandatory tender offer and delisting tender offer for Arcelor Brasil S.A., a majority-owned subsidiary of Arcelor S.A. Following the successful acquisition by Mittal of Arcelor in August 2006, the Comissão De Valores Mobiliários, Brazil’s securities regulator, determined that, as a result of the indirect change in control in Arcelor, Mittal was required to launch an offer for all the remaining minority interests in Arcelor Brasil. The offer period lasted from April 27 to June 4, and the tender offer settled on June 8 and on June 26.
The tender offer comprised a mixed cash and exchange offer and a cash-only offer. The tender offer was structured to comply with Regulation S, as a result of which the mixed cash and exchange offer was not available to holders in the United States and to U.S. persons, and Regulation 14E, in addition to Brazilian capital markets regulations.
Because the relevant tender threshold was exceeded, Arcelor Brasil’s shares were delisted from the BOVESPA, the São Paulo stock exchange, on June 15. Following the completion of the offer, Mittal owned 96.6% of Arcelor Brasil, entitling it to acquire Arcelor Brazil’s remaining shares through a squeeze-out process. Arcelor Brasil, which had suspended SEC reporting obligations, filed a Form 15F to terminate those obligations.
Mittal sought to avoid SEC registration of its shares as a result of the complex accounting and other disclosure issues raised by the Arcelor acquisition (in which Cleary Gottlieb represented Mittal Steel). The CVM, which had initially opposed the exclusion of U.S. holders from the mixed cash and exchange offer, reversed its position after receiving a memorandum written by Cleary Gottlieb’s Paris, Brussels, Frankfurt and Milan offices, explaining that such exclusion would be permitted in the context of mandatory tender offers under the rules of a number of European jurisdictions. The CVM thus brought itself in line with European market regulation practices.