ArcelorMittal unlocks value through separation of integrated US assets and repositions its footprint in North America.
The company has entered into a definitive agreement with Cleveland-Cliffs Inc. pursuant to which Cleveland-Cliffs will acquire 100% of the shares of ArcelorMittal USA for a combination of cash and stock.
Under the terms of the agreement, ArcelorMittal expects to receive an aggregate equity value consideration of USD 1.4 billion upon closing of the transaction. Approximately one third of the consideration is in upfront cash (USD 505 million). The remaining two thirds of the consideration is in the form of equity:
- stock component of approximately 78 million shares of Cleveland-Cliffs common stock with value of USD 500 million; and
- non-voting preferred stock redeemable for approximately 58 million shares of Cleveland-Cliffs common stock with an aggregate value of USD 373 million or an equivalent amount in cash.
In addition, Cleveland-Cliffs will assume the liabilities of ArcelorMittal USA, including net liabilities of approximately USD 0.5 billion and pensions and other post-employment benefit liabilities (OPEB) which Cleveland-Cliffs values at USD 1.5 billion.
Benefits to ArcelorMittal from the transaction
Transaction crystallizing compelling value to ArcelorMittal’s shareholders
- Favourable valuation achieved for ArcelorMittal USA due to the high synergistic potential of the combined company. The Transaction valuation for ArcelorMittal USA equates to an enterprise value multiple of approximately 6x through-the-cycle EBITDA.
- ArcelorMittal will participate in the upside potential of the larger combined company, which is more diversified, fully-integrated and has significant synergy potential.
Significant value creation potential from exposure to a highly synergetic combination
- The combined company is expected to generate an estimated USD 150 million of annual cost synergies. ArcelorMittal will participate in the future value creation potential through its minority shareholding.
- Key areas of anticipated synergies include optimizing the combined footprint, raw material sourcing and supply chain efficiencies, and integrating corporate functions.
Strategic repositioning of ArcelorMittal’s North American platform
- This transaction repositions ArcelorMittal’s platform in North America which will continue to service its clients through its strategic assets in Canada, Mexico and AM/NS Calvert in the US.
- These assets represent a strong footprint in North America with Dofasco and ArcelorMittal Mexico amongst the lowest cost producers in the region. AM/NS Calvert, which is already amongst the world’s most advanced steel finishing facilities, will be augmented by the recently announced intention to construct an EAF to optimize its slab sourcing.
- ArcelorMittal will retain its R&D programme and innovation centres to maintain its product and process development that underpins its leadership position.
Positive financial impact on ArcelorMittal enables opportunity for cash returns to shareholders
- The deconsolidation of the associated liabilities at ArcelorMittal USA, comprising mostly pension and OPEB liabilities, will improve the Group’s risk profile, reduce net debt and strengthen its capital structure and credit metrics.
- ArcelorMittal intends to redistribute USD 500 million of the cash proceeds to shareholders through a share buyback programme.
- The buyback programme will commence with effect from September 28 and comply with purchase price rules as per the Company’s share buyback mandate. Share buybacks may be undertaken until the earlier of 31 March 2021 or when ArcelorMittal has fully utilized the allocated USD 500 million.
“This transaction is a unique opportunity for ArcelorMittal to unlock significant value for shareholders while retaining exposure to the North American economy through our high-quality NAFTA assets alongside a participation in what will be a stronger, better integrated, US business. I would like to thank all employees of ArcelorMittal USA for their hard work in ensuring the business maintained its reputation as a trusted, quality supplier of steels for American manufacturing. I am confident you will have a bright future with Cleveland-Cliffs,” Lakshmi Mittal, Chairman and CEO, ArcelorMittal, said.
“Combining these two companies, which have enjoyed a long and strong supplier/customer relationship, is a unique opportunity to create a competitive and resilient company with considerable synergy potential. As a result, this transaction offers compelling value proposition with further upside potential. The transaction also completes our USD 2 billion asset portfolio optimisation target and enables us to return cash to shareholders,” Aditya Mittal, President and CFO, ArcelorMittal, added.
The transaction has received the approval of both ArcelorMittal and Cleveland-Cliffs Boards of Directors and is expected to close within the fourth quarter of 2020, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions.
 Number of shares determined by agreed value of USD 500 million based on volume weighted average price of Cleveland-Cliffs common shares from August 19, 2020 to September 25, 2020 of USD 6.39 per share.  Number of shares determined by agreed value of USD 373 million based on volume weighted average price of Cleveland-Cliffs common shares from August 19, 2020 to September 25, 2020 of USD 6.39 per share.  For the balance sheet carrying values please refer to the financial statements included in ArcelorMittal’s 2019 annual report on Form 20-F.  Based on an average annual EBITDA from 2017 to 1H 2020 under US GAAP.
ArcelorMittal is the world’s leading steel and mining company, with a presence in 60 countries and primary steelmaking facilities in 18 countries. In 2019, ArcelorMittal had revenues of USD 70.6 billion and crude steel production of 89.8 million metric tonnes, while iron ore production reached 57.1 million metric tonnes. Steels made using innovative processes which use less energy, emit significantly less carbon and reduce costs. Steels that are cleaner, stronger and reusable. Steels for electric vehicles and renewable energy infrastructure that will support societies as they transform through this century.
ArcelorMittal is listed on the stock exchanges of New York (MT), Amsterdam (MT), Paris (MT), Luxembourg (MT) and on the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia (MTS).