Noble Signs Share Purchase Agreement With Arcelor Mittal for Strategic Business Combination
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WARREN, Mich., March 16 -- Noble International, Ltd., (NASDAQ:NOBL) ("Noble" or the "Company") announced it has signed a share purchase agreement ("SPA") with Arcelor Mittal ("Arcelor Mittal") to combine its TBA Arcelor ("TBA") laser-welding operations into Noble. Prior to signing the SPA, Noble obtained a financing commitment from BNP Paribas for the cash portion of the purchase price and working capital. Arcelor Mittal will receive 9.375 million shares of Noble's common stock, at a price of $18 per share, with the balance in the form of cash, assumption of certain TBA obligations and a subordinated note. The total value of the transaction is approximately $300 million. TBA's preliminary revenue and EBITDA for 2006 were approximately $540 million and $67 million, respectively. This includes approximately $130 million in revenue and $15 million in EBITDA related to two facilities not included in the transaction that will be subject to a contract manufacturing agreement with Noble.
At closing, Noble will operate a total of 22 manufacturing facilities, including facilities located in the US, Canada, Australia, Europe, China and India. Noble and Arcelor Mittal will enter into a shared services and steel supply agreement to support the Company's European operations. In addition, Noble will have access to Arcelor Mittal's research and development efforts and work together to develop new products and applications.
The SPA also provides for the acquisition of the Powerlasers business of Dofasco, Inc., a Canadian subsidiary of Arcelor Mittal, in a separate transaction if and when it is available for sale.
Noble and Arcelor Mittal contemplate closing the TBA transaction during the summer of 2007. Prior to closing, the parties must obtain shareholder and regulatory approval for the transaction. Additional details can be obtained in the Company's 8-K filing with the Securities Exchange Commission.
Management Comments on the Transaction and Growth Initiatives
Noble's Chairman, Robert J. Skandalaris, commented on the agreement, "Signing the purchase agreement with Arcelor Mittal marks an important milestone for Noble on its journey to becoming a global supplier of advanced automotive structural solutions. Upon completion of the transaction, which we expect to occur during the summer, we will have made significant progress toward achieving our strategic goals. We will have the global reach, customer base, product diversification and technical capabilities needed to supply OEMs around the world. We look forward to working together with Arcelor Mittal to utilize our combined strengths to create a company that is the industry's preferred provider of 21st Century Auto Body Solutions(R)."
Thomas L. Saeli, Noble's Chief Executive Officer, stated, "The Noble team is excited to have reached this important stage in our development. Bringing us to this point has involved a great deal of work behind the scenes, including obtaining the financing for the transaction, conducting due diligence and negotiating the terms of the transaction.
"OEMs increasingly place greater value on global suppliers. Automakers are now producing vehicles worldwide that utilize similar platforms to reduce development costs. They are identifying partners with the global scale and technical capabilities to support their increased complex needs. With the completion of this transaction, we will not only have increased our size but also our capabilities and geographic reach. We will continue to drive our growth and seek opportunities with an enhanced customer base, new markets and new products. We look forward to the next stage in the Company's development with confidence and enthusiasm."
Mr. Saeli continued his remarks, addressing Noble's internal growth prospects, "In 2007 we expect to launch 9 new laser welding programs and 28 new roll-formed automotive applications, in addition to those new launches anticipated at TBA. The second laser-welded, roll-formed tubular structure using our patented P-Tech(TM) process is expected to enter production this summer, with the third following shortly thereafter. We also expect to shortly begin shipping two new laser-welded applications on two existing production platforms. Launches like these demonstrate the incremental value our in-house engineering, design expertise and research and development create for the Company and its shareholders."
Source: Noble International, Ltd.
CONTACT: Greg L. Salchow of Noble International, Ltd., +1-586-751-5600
Web site: http://www.nobleintl.com/
