Deal of the week – NEWCO

Elvinger takes lead role in three-way steel merger

Luxembourg firm Elvinger Hoss & Prussen has advised all the parties in a three-way merger between Usinor, Aceralia Corporacion Siderurgica and Arbed, which will create the world's biggest steel company. Slaughter and May's UK office acted as coordinator of the deal, which was given regulatory approval last week.
The deal, which has taken more than a year to complete, sees French steel giant Usinor take the majority share of the merged company, imaginatively named Newco. Arbed and Aceralia, which are already shareholders in each other, will each hold roughly half of the remaining shares in Newco.
Elvinger was called in by the three steel companies on the recommendation of Luxembourg-based Arbed. It then appointed Slaughter and May's London office as deal coordinator on the strength of Nigel Boardman's personal reputation in M&A.
Further advice was needed on national law across the four jurisdictions in which the steel companies listed. Cuatrecasas was appointed to advise on Spanish national law, De Bandt van Hecke Lagae & Loesch on Belgian law and the Paris office of Slaughter and May on French law. Financial advisers were Merrill Lynch and Morgan Stanley, which took legal advice from Didier Martin, Patrick Dziewolski and Sophie Cornette St Cyr in the Paris office of Bredin Prat & Associés.
The Elvinger team was led by senior partner Andre Elvinger and Philippe Hoss. Hoss said: “A deal like this has never been done before. It entails a public exchange offer initiated by three parties in four jurisdictions with conflicting M&A rules. This is part of the reason it took so long to complete.”
Although a memorandum of understanding was released in mid-February, the deal took six months to get regulatory clearance, which was finally given by the European Commission last week.
The merger involved a straight share-swap together with a final dividend pay-out of their existing shares. The time lag between the memorandum of understanding and regulatory clearance allowed the two smaller steel companies to renegotiate slightly more favourable terms. Usinor's share performance has dropped off in the past few months, allowing the better-performing Aceralia to grab some of the shares in Newco which were originally demarcated for Usinor. However, the French company will still emerge with 53.8 per cent of the new company.
All three of the steel companies, but particularly Usinor, desperately needed the deal to cut costs and become competitive on the global stage. European Union steel companies have had a torrid time during the past few years, stuck in the middle of cut-price imports from Asia and protectionism in the US, which is limiting export markets.
The companies also face intense competition during the next decade from others in Eastern European and EU candidate countries. It is estimated that annual costs savings in the new company will hit g300m (£187.06m) in 2003, rising to f700m (£436.47m) by 2006 as the company consolidates its interests.