fnce311. jesus saracho aguirre. g1307638w

7/27/2019 Fnce311. Jesus Saracho Aguirre. g1307638w

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Jesus Saracho AguirreInternational Student

Mittal Acquires Arcelor

M e r g e r s a n d A c q u i s i t i o n s ( F N 3 1 1 )

P r o f . A n g S e r K e n g


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Mergers and Acquisitions (FN 311) Jess Saracho Aguirre (Int. Student)

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INDEX

1. TIMELINE OF THE MERGER2. TAKEOVER TACTICS EMPLOYED BY MITTAL

2.1. FRIENDLY APPROACH2.2. HOSTILE TENDER OFFER2.3. POLITICAL SUPPORT2.4. TWO-TIERED TENDER OFFER2.5. LEGAL ACTIONS2.6. PROXY FIGHT2.7. IMPROVED BID

3. TAKEOVER DEFENSES EMPLOYED BY ARCELOR2.1. MARKETING CAMPAING2.2. INCREASE THE DIVIDENDS2.3.

BUY-BACK SHARE PLAN (SELF-TENDER OFFER)

2.4. POISON PILL. DOFASCO2.5. WHITE KNIGHT. SEVERSTAHL

4.ARGUMENTS IN FAVOUR AND AGAINST HOSTILE CORPORATETAKEOVERS

5. CRITIQUE OF THE BEHAVIOUR OF THEARCELOR S BOARD OFDIRECTOR

6. LIST OF REFERENCES


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1. TIMELINE OF THE MERGER

MITTAL ACTIONS ARCELOR BOARD OF DIRECTOR REACTIONS

January 27th, 2006: Tender offer of Mittal

BBC News: Mittal Steel unveils Arcelor bid. The world largersteelmaker, has made an 18,6bn euro bid for rival firm Arcelor.Price: 28,21 per Share

Premium: 27% over market priceStructure of the deal: Cash+Stocks

January 29th, 2006: Arcelor reject the bid, because the twocompanies have a different strategic vision.

-Guy Dolle declared that the offer was inadequate andstrategically unsound.

February 1st, 2006: Arcelor Board of Directors developed acommunication strategy attacking the logic of the bid.New York Times:

-Jean-Claude Juncker: This hostile bid by Mittal Steel calls for areaction that is at least as hostile.-Franois Loos: We are opposed to the Success of Mittals publicoffer for Arcelor.

February 12th, 2006: Because of the strong politicalopposition in Europe, Mittal looked for local political support.The Economic Times: India has accused European governments,

opposing Mittal Steels $23 billion bid for rival Arcelor, ofdiscrimination and warned their intervention could affect fragile

global trade talks.

February, 2006:-Arcelor unveils an 85% dividend hike to fend off Mittal bid.-Arcelor announced that the company would buy back $8,75billion in stockat a price above the current market.-Arcelor attempted to influence the government to modifythe law so as to Mittal have to pay in cash. Luxembourgparliament rejected that measure.

March 8th ,2006: Arcelor announced that it had acquiredDofasco pursuant to its $5.6 billion takeover bid. Arcelor set up a special Dutch trust to prevent Mittal fromgetting access to the asset.

May 10th, 2006: Mittal announced: Two-tiered offer, and anincrease in price if the offer is recommended by the boardThe Guardian: Mittal offers to raise bid but only if Arcelor board

backs it.May 19th, 2006:

Mittal ups Arcelor offer by 34%.Market Watch:

Mittal Steel lifts offer for Arcelor to $33 billion.

May 26th , 2006:-Arcelor rejects the bid.-Arcelor announces a 13,6bn merger proposal withSeverstal, the largest Russian steelmaker.Friendly offer of Severstal.Price: 44 per sharePremium: 100% over market price(closing price January 26th)Structure of the deal: Cash+Stocks

CONCLUSION- June 25th, 2006 -

Arcelor Board recommends improved takeover offer from Mittal.Arcelor, eventually, is acquired by Mittal for $ 33,6 bnFinancial Times:Arcelor and Mittal agree to 27bn merger.

Price: 40,40 per SharePremium: 93% over market priceStructure of the deal: Cash+Stocks


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2. TAKEOVER TACTICS EMPLOYED BY MITTAL

SCHEDULE:

2.1. Friendly approach:-Case Study 3.1. 4th paragraph: After having been rebuffed by Mr. Guy

Dolle, Arcelor s president, in an effort to consummate a friendly

merger[]

-Concept: In a friendly takeover, the targets board and

management are receptive to the idea and recommend

shareholder approval (DePamphilis, 2009).

-Why? This approach was very convenient for Mittal for the

following reasons:

i) Friendly takeovers often are consummated at a lower

purchase price than hostile transactions (DePamphilis, 2009).

1. FriendlyApproach

2. HostileTender

offer

3. Politicalsupport

4. Two-tieredtenderoffer 5. Legal

actions

6. Proxyfight

7.Improved

bid


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ii) The cost associated with a tender offer, such as legal filing fees

and publication costs, make the tender offer a more expensive

alternative than a negotiated deal (Gaughan, 2011).

iii) A hostile takeover attempt may attract new bidders, who

otherwise may not have been interested in the target

(DePamphilis, 2009).

iii) Postmerger integration process usually is accomplished

more expeditiously when both parties cooperate fully


-Alternatives. The three main alternatives to a friendly takeover are:

i) If initial efforts to take control of the firm are rejected, the

acquirer may chose to adopt a more aggressive approach. This

approach may include:

a) Bear Hug (vid. Infra. 2. Hostile tender offer).

b) Proxy Contest(vid. Infra. 2. Hostile tender offer).

c) Tender Offer (vid. Infra. 2. Hostile tender offer).

d) Toehold bidding strategy. Potential bidders may

purchase stock in a target before a formal bid to accumulate

stock at a price lower than the eventual offer price. The

primary advantage to the bidder of accumulating targets

stock before an offer is the potential leverage achieved with

the voting right associated with the stock it has purchased

(DePamphilis, 2012). In the case at hand, we do not have

information enough to know if Mittal had carried out a

toehold bidding strategy previously to its tender offer.

ii) Developing a business alliance. According to the American

Heritage Dictionary, alliance is a union, relationship, or

connection by common interest. In the case at hand, Mittalunderstood that both companies could have done better together;


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nevertheless Arcelors board of director was not of the same

opinion. This is the main reason by which an alliance does not

seem to be appropriate.

iii) Going on operating as independent companies. This

alternative sometimes is not seen as a real alternative, and it gives

room to close impossible and illogic deal at any rate.

2.2. Hostile tender offer:-Case Study 3.1. 4th paragraph: [] Mittal launched a tender offerin

January 2006 consisting of mostly stock and cash for all of Arcelorsoutstanding equity.

-Concept: It is a takeover tactic in which the acquirer bypasses

the targets board and management and goes directly to the

target s shareholders with an offer to purchase their shares


-Why was it used? Mittal was eager to acquire Arcerlor by the

reasons established in the Case Study 3.1. Mittal acquired Arcelor to

accelerate steel industry consolidation and thus to reduce industry

overcapacity. The combined firms could have more leverage in setting

prices and negotiating contract with major customer, such as auto and

appliance manufacturers, and suppliers, such as iron ore and coal

vendors, and eventually realize $1 billion annually in pretax cost

saving.

Mr. Guy Dolle had repeatedly rebuffed all the Mittals proposals,

therefore, it seemed that Mittal had no alternative option if the

Indian company really wanted to take control over the European

giant.

-Alternatives: As explained previously, Mittal was forced to launch

a hostile takeover, nevertheless several hostile tactics could be seen


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as alternative to the tender offer, between then, it is important to

highlight:

i) Bear hug, which involves the mailing of a letter containing an

acquisition proposal to the board of directors of a target company

without prior warning and demanding a rapid decision

(DePamphilis, 2009). In the case at hand, this mean would have

been useless because of the previous informal contacts between

Mittal and Dolle.

i) Proxy Contest. There are two main forms:

a) Dissident shareholders attempt to win representation on

the board of directors (DePamphilis, 2012). In this case, this

first option did not occur.

b) Dissident shareholders seek to change firms bylaws or

force management to take some particular action (e.g.,

dividend payments, share repurchase, acquisition)

(DePamphilis, 2012). This second option was not one of the

first tactics used by Mittal, but eventually it was used in order

to force the management to accept the offer in the last stage of

the negotiation, as we will study later (vid. Infra. 6. Proxy

fight).

2.3. Political support:

- Case Study. 4th paragraph: The reaction from Arcelorsmanagement, European Union, and government officials was swift

and furious [] European politicians supported Mr. Dolle.

Luxembourgs prime minister, Jean Claude Juncker, said that a

hostile bid called for a hostile response. As response to all the

statements of the European politicians, Mittal looked for political

support, and Indian government accused European Union of

discrimination and lack of objectivity while dealing with a mere


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business issue. This private offer was becoming a public

international conflict.

- Why? Mittal attempted to look for an explicit politicalsupport of the Indian Government to avoid more

intromissions of the European institutions. The key of this

measure was warning Europe that if they went on discriminating

the offer of Mittal, we would face an international conflict. This

tactic was essential to avoid that the Luxembourg parliament

would pass a law requiring Mittal to pay completely in cash.

2.4. Two-tiered offer:-Case Study 3.1. 6th paragraph: To counter these moves, Mittal Steet

said in mid-February that, if it received more than one-half of the

Arcelor shares submitted in the initial tender offer, it would hold

a second tender offer for the remaining shares at a slightly lower

price.

-Concept: A two-tier offer is one in which the bidder, generally a

hostile one, sets a deadline for an initial, high price. Those who

sell their stocks to the bidder after the deadline get a second,

lower price (2006, Reed & Nesvold).

-Why? Mittal was eager to acquire Arcerlor, and this action is just

another measure of pressure to get the approval of the Arcelors

shareholders. In general terms, it may be said that the intent of the

two-tiered approach is to give target shareholders an incentive to

tender their shares early in the process to receive the higher price.

Nevertheless, this threat was not really useful and the two next great

steps (improved bid and proxy fights) were friendlier to the interest

of all shareholders.

-Alternatives: The only real alternative to this movement was an

enhancement in the bid. It was done, once Mittal realized that this


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threat would be useless, because of the extraordinary defenses

employed by Dolle.

2.5. Legal actions:-Case Study 3.1. 7th paragraph: Following completion of the Dofasco

deal in April 2006, Arcelor set up a special Dutch trust to prevent

Mittal from getting access to the asset [] Mittal immediately sued

to test the legality of this tactic.

-Concept: Legal actions are those measures based on pre-

contracts, letters of intent, memorandums of understanding, oreven oral agreements, carried out by the acquirer to force the

board of director to negotiate or to the sell of the company.

Litigation is a common tactic used to pressure the target board

to relent to the bidder s proposal or remove defenses

DePamphilis, 2012). It tends to be useful, but it is extremely

expensive.

In the case at hand, we are not observing a legal action oriented to

get the control of the company itself, or to oblige the board of

director to negotiate, but to attack one of the several defenses

erected by Dolle.

-Why? Arcelor was sued by Mittal by two main reasons:

i) Arcelor acquired Dofasco thanks to a $5.6 billion takeover

bid, made completely in cash, and subsequently transferred

the property of the company to a Dutch trust. Arcelor had

great reserves and Mittal was of the opinion that such

reserves could be used to make cheaper the acquisition.

Nevertheless, because of this movement Mittal have access to

such reserves.

ii) In addition, this acquisition could potentially prevent the

acquisition of Arcelor by Mittal because of the requirements


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of divesture (impossible to comply with, after the set up of the

trust) of the American competition authorities.

2.6. Proxy fight :-Case Study 3.1. 9th paragraph: Investors holding more than 30%

of the Arcelor shares signed a petition to force the company to

make the deal with Severstahl subject to a traditional 50,1% or

more of actual votes cast. After major shareholders pressured the

Arcelor board to at least talk to Mr. Mittal [] Arcelor still refused

to talk. [] Shareholders anger continued, and many investors

opposed the buyback because it would increase Mr. Mordashovs

ultimate stake in Arcelor to 38% by reducing the number of Arcelor

shares outstanding.

-Concept: As previously established, a proxy fight takes place

when dissident shareholders seek to change firms bylaws or

force management to take some particular action (e.g., dividend

payments, share repurchase, acquisition) (DePamphilis, 2012). This

is exactly what happened in the case at hand.

Why? After months of negotiations, Mittal did not find the proper

solution to the resistance of the board of directors of Arcelor, and

some of its takeover tactics were not being so useful. This is the main

reason by which Mittal attempted to rally large shareholder support

against what were portrayed as Arcelor managements self-serving

maneuvers.

2.7. Improve the conditions of the bid (monetary and non-monetary) :

-Case Study 3.1. 10th paragraph: In late May, Mittal raised its bid

by 34% and said that if the bid succeeded, Mittal would eliminate

his firms two tiered share structure, giving the Mittal family

hares ten times the voting rights of other shareholders.


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-Why? It was seen by Mittal as the last resort, the last opportunity to

get the support of the board of director and, subsequently, the

approval of all shareholders. However, the board of director rejected

the enhanced offer in first instance, and just after the pressure

exercised by the major shareholders (vid. Supra. 2.6. Proxy Fights)

the board of directors agreed to Mittals final bid.

-Alternatives: given the situation of the negotiation, as we have

highlighted previously, improving the bid, together with the rest of

tactics put into practice, was the only real solution to take control

over the target.


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3. TAKEOVER DEFENSES EMPLOYED BY ARCELORSCHEDULE:

Antitakeover measures have evolved greatly over the past quarter of a

century (Gaughan, 2011). As we may observe in this case, there are

hundreds of tactics that may be used in order to avoid a takeover.

It is important to distinguish in general terms between pre-offer defenses

and post-offer defenses. In the case at hand, all the defenses observed

take place once the offer has been done, thus they are post-offer

defenses.

3.1. Marketing Campaign:-Case Study 3.1. 4th paragraph: The reaction from Arcelors

management, European Union, and government officials was

swift and furious. Guy Dolle stated flatly that the offer was

inadequate and strategically unsound. European politicians

supported Mr. Dolle. Luxembourgs prime minister, Jean Claude

1. MarketingCampaing

2. Increase inDividends

3. Buy-BackShares plan (Self-

tender offer)

4. Poisson Pill.Dofasco

5. White Knight.Severstahl


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Juncker, said that a hostile bid called for a hostile response. Trade

Unions expressed concerns about potential job loss . [] Arcelor

also backed a move to change the law so that Mittal would be

required to pay in cash. However, the Luxembourg parliament rejected

that effort.

-Why? Mr. Dolle engaged as primary defense in an integrated

marketing campaign in order to repel Mittal because of its low cost

and great effectiveness.

The CEO developed a campaign of terror to spread the feeling that an

European company was being conquered by an Asian one, with all

the negative implications of such a deal1.

This marketing campaign was based on five main cornerstones:

1. Political support. (vid. Case Study 3.1. 4th paragraph)2. Trade Unions support. (vid. Case Study 3.1. 4th paragraph)3. Lobby in the Luxembourg Parliament to change local laws.

(vid. Case Study 3.1. 5th paragraph)

4. Development of a new strategic plan, more appealing forcurrent shareholders.

5. Reject direct negotiations with Mittal. (vid. Case Study 3.1.9th paragraph)

These actions may be included under those actions oriented to attack

the logic of the bid (Weston et al., 2004).

3.2. Increase in Dividends:-Case Study 3.1. 5th paragraph: In early February, Arcelor doubled

its dividend[].

-Why? The two main reasons are:

1

It is important to highlight:- Potential Job loss (Case Study 3.1. 5th Paragraph)-Lack of a shared strategic vision (Case Study 3.1. 5th Paragraph)


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i) Dolle, at the same time that was satisfying its current

shareholders, was doing the company less attractive of

being acquired because of the cash that was spending to

pay this extraordinary high dividends.

ii) Because of the high grade of satisfaction of the current

shareholders with the current dividend policy of the Board of

Directors, they would not accept the offer of Mittal.

These two reasons are clear and unquestionable. However, they are

also irrational. The fact that the company is offering to the

shareholders such a high dividend, at least they were suffering an

extraordinary shortage of cash, should not influence the decision

they might take regarding the acquisition. This decision should be

base uniquely in the creation of value, and the growth prospect of

Mittal because of the new managers.

3.3. Buy-back shares plan (Self-tender offer):-Case Study 3.1. 5th paragraph: In early February, Arcelor []

announced plans to buy back about $8.75 billion in stock at a

price well above the then current market price for Arcelor Stock.

These actions were taken to motivate Arcelor shareholders not to

tender their shares to Mittal.

-Concept: A self-tender is a defensive measure implemented to

defeat an unsolicited tender offer or at least to obtain a higher

price. The company announces its intentions to repurchase its own

outstanding stocks, or a portion thereof, to prevent the offeror from

acquiring a controlling interest in the company.

-Why? In the case at hand, the self-tender is not enough to prevent

the offeror from acquiring a controlling interest if the shareholders

accept the operation, but it is an useful way of avoiding that most of

shareholders acceptthe Mittals bid, and in the last case, it is a good

movement to increase the price of the bid.


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3.4. Poison Pill. Dofasco :-Case Study 3.1. 7th paragraph: In late 2005,Arcelor outbid German

steel-maker Metallgeschaft to buy Canadian steel-maker Dofascofor $5billion. Mittal was proposing to sell Dofasco to raise money

and avoid North American antitrust concerns. Following

completion of the Dofasco deal in April 2006, Arcelor set up a special

Dutch trust to prevent Mittal from getting access to the asset. The

trust is run by a board of three Arcelor appointees. The trio has

the power to determine if Dofasco can be sold during the next five

years.

-Concept: The expression poison pill comes from the domains of

espionage. This refers to back in the days when agents were

instructed to swallow a cyanide pill instead of being captured or as in

our case overtaken (Zarin & Yan, 2011). In M&A world, poison pill

are often referred to as shareholder rights plan, but in broad

terms, we could say that a poison pill is any type of mechanism

designed to cause inconvenience with the aim of dissuading a

predator company from launching a takeover bid . This

expression has been used by several newspaper regarding the case

at hand (e.g. New York Times (3/11/2006): Poison Pill Is Among the

Reasons Mittal Steel Deal Remains a Multi-Company Tangle)

-Why? As previously explained, Doll in a masterstroke attempted to

block the acquisition by two means:

i) The Dofasco transfer to a Dutch foundation could

potentially block Mittal's takeover of Arcelor because it might

raise antitrust concerns in the United States.

ii) Arcelor acquired Dofasco paying completely in cash, $71

per share, what deprived Mittal of using Arcelors reserves to

finance its own acquisition.


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3.5. White Knight. Severstahl :-Case Study 3.1. 9th paragraph: In a deal with Russian steel maker

OAO Severstahl, Arcelor agreed to exchange its shares for AlexeiMordashovs 90% stake in Severstahl. The transaction would give

Mr. Mordashov a 32% stake in Arcelor. Arcelor also scheduled a

unusual vote that created very thought conditions for Arcelor

shareholders to prevent the deal with Severstahl from being

completed.

-Concept: when the corporation is the target of an unwanted bid or

the threat of a bid from a potential acquirer, it may seek the aid of

white knight- that is, another company that would be a more

acceptable suitor for the target. The white knight will then make

an offer to buy all or part of the target company on more

favorable terms than those of the original bidder (Gaughan,

2011).

-Why? This was a very aggressive measure of the Arce lors Board of

Director to erode the deal with Mittal. If Arcelor had accepted

Severstahl proposal, they would have created the largest steel

company in the world, removing Mittal from its hegemonic position.

The Severstahl deal was described as a friendly deal, but all in all,

they were giving the control of the company to a Russian magnate to

avoid, at any rate, give the control to Mittal. Shareholders, and the

market in general did not understand this deal, and it was strongly

criticized.

This takeover defense made the offer of Mittal more time consuming

and expensive (Mittal had to 140 millions as termination fee to

Mordashov), but it did not provoke an increase in the last bid of

Mittal, so according to some scholar it could not be considered a

White Knight defense strategy.


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4. ARGUMENTS IN FAVOUR AND AGAINST HOSTILE CORPORATE TAKEOVERS

-Concept:

-In a friendly takeover of control, the targets board and management are

receptive to the idea and recommend shareholder approval . To gain

control, the acquiring company generally must offer a premium to the

current stock price (DePamphilis, 2009).

Friendly takeovers are essentially driven by synergy considerations

(Morck et al., 1998).

-An unfriendly or hostile acquisition occurs when the initial approach is

unsolicited, the acquired company does not have the intention to be

acquired at that time, and the targets management contests the

approach (DePamphilis, 2012).

Hostile takeovers are driven by the discipline of the underperforming

target management(Morck et al., 1998)

-Arguments in favor of Friendly takeovers:

Traditionally it has been said that friendly takeovers are more convenient for the

acquirer than any hostile approach, by the following reasons:

i) Friendly takeovers often are consummated at a lower purchase

price than hostile transactions (DePamphilis, 2012). In the case at hand,

we can ratify this argument. If the board of director had not taken so many

measures, they company could have been acquired with a lower premium

(between 30% and 50%).

ii) The cost associated with a tender offer, such as legal filing fees and

publication costs, make the tender offer a more expensive alternative

than a negotiated deal (Gaughan, 2011). It is true than a tender offer may

generate more costs, but these costs are relatively low in relation with the

expectation of added value.


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iii)A hostile takeover attempt may attract new bidders, who otherwise

may not have been interested in the target (DePamphilis, 2012). This

leads to an increase in the price that is beneficial for the current

shareholders. In the case at hand, we can look at Severstahl to understand

this argument.

iii) Postmerger integration process usually is accomplished more

expeditiously when both parties cooperate fully (DePamphilis, 2012).

This argument is confusing, because it is very common, as in the case

studied, that an initial hostile offer become a friendly one in the last stage of

the negotiation. In this case, there is no real postmerger issue. If the offer

does not become friendly, the management of target will be immediately

fired after the acquisition, therefore postmerger integration should not be

an issue.

-Argument in favor of Hostile takeovers:

i) The friendly approach surrenders the element of surprise

(DePamphilis, 2012). From the buyer perspective, an hostile takeover

surrenders the element of surprise, but this element becomes useless when

there are competitors, or the option of erecting any defense against the bid,

as we have seen in the analyzed case.

ii) Negotiation also raises the likelihood of a leak and spike in the price

of the targets stock as arbs seek to profit form the spread between the

offer price and the targets current stock price. This speculative

increase in the targets share price can add dramatically to the cost of the

transaction (DePamphilis, 2012). In the case at hand, we can clearly

observe this phenomenon and it is a obvious example of hostile bid,

therefore we cannot agree with the conclusion of DePamphilis. What really

raises the likelihood of a leak and spike in the price of the targets stock is

not the negotiation itself, but the leakage of information.

-Conclusion:


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As we may appreciate from the traditional above-mentioned arguments, when

discussing pros and cons of both approach we are defending biased pros a cons. In

order to reach a rational conclusion, it is necessary to go beyond the dichotomy

purchaser-seller, and understand the concept creation of value in general terms,

the value that current shareholders receive, plus the value created by the new

management. M&A is not about splitting the baby, but making bigger the

baby, in other words, creation of added value .

Once said that, In the long-term there is a clear evidence of superior value

creation in hostile over friendly acquisition (Sudarsanam & Mahate, 2006)

what mean that in average the value obtained by synergies is lower than the

unlock value obtained by restructuring the company and firing a poor board

of directors.

In the analyzed case, we may observe the positive features of a friendly takeover

(based on synergies) and also those of hostile bids (based on the unlock value). In

a nutshell, this is a paradigmatic example of a deal that creates added value

and makes absolutely sense, notwithstanding the statements of Dolle during

the negotiation attacking the internal logic of the bid.


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5. CRITIQUE OF THE BEHAVIOUR OF ARCELOR S BOARD OF DIRECTOR

As a general principle, because of the duty of loyalty to the corporations

shareholders, the board of directors of the target corporation has to adoptdefensive measures to defeat a takeover attempt that is contrary to the best

interests of the corporation and its shareholders (2006, Reed and Nesvold).

The problem comes with the interpretation of the abstract concept best interests

of the corporation and its shareholders.

Sometimes, the own short-term and speculative interests of some shareholders

(e.g. venture capital) are different to the interests of the long-term shareholders,

also known as strategic investors (nearer to what could be called the best interest

of the corporation itself).

There are two main theories, which attempt to explain the analyzed situation: The

management entrenchment hypothesis and the shareholder interest

hypothesis. The former proposes that managers of a corporation seek to maintain

their position through the use of active and preventive corporate defenses. The

latter defends that stockholder wealth rises when management takes action to

prevent changes in control (Gaughan, 2011).

In the case at hand, it seems that Arcelors board of directors, in first instance, was

protecting its own interests (management entrenchment hypothesis). However,

because of all its measures, they got Mittal to pay a 93% premium over market

price when the deal began. So, the result was unquestionably in favor of the

interest of the shareholders (shareholder interest hypothesis).

At last, but not least, it is important to highlight that Arcelors Board of

Director could have done more to avoid this acquisition, not once the offer

was launched, but previously (e.g. shark repellents and poison pills).


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6. LIST OF REFERENCES

DePamphilis, D., 2012. Mergers, Acquisitions and Other Restructuring

Activities. Academic Press, San Diego.

Gaughan, P., 2011. Mergers, Acquisitions and Corporate Restructurings. John

Wiley & Sons Ltd, New Jersey.

Morck, R. M., Shleifer, A., Vishny, R.W., 1988. Characteristics of targets of

hostile and friendly takeovers in Alan J. Auerbach, ed., Corporate Takeovers:

Causes and Consequences, National Bureau of Economic Research, Chicago.

Reed Lajoux, A., Nesvold, H. P., 2006. The Art of M&A Structuring. Techniques

for Mitigating Financial, Tax, and Legal Risk. McGraw-Hill, New York.

Sudarsanam, S., Mahate, A. A., 2006. Are Friendly Acquisitions Too Bad for

Shareholders and Managers? Long-Term Value Creation and Top

Management Turnover in Hostile and Friendly Acquirers. British Journal of

Management, London.

Zarin, S., Yang, E., 2011. Mergers and Acquisitions: Hostile takeovers and

defense strategies against them. International Business, University of

Gothenburg.

Weston, J.F., Mitchell, M.L., Mulherin J.H., 2004. Takeovers, Restructuring, andCorporate Governance. Pearson Prentice Hall, New Jersey.

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