EXHIBIT 2
Inland Steel Industries
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March 16, 1998
Ispat International N.V.
Rotterdam Building
Aert Xxx Xxxxxxxxx 00
0000 XX
Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attention: Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Gentlemen:
This letter sets forth our agreement for the acquisition from Inland Steel
Industries, Inc. ("Seller") of Inland Steel Company, a wholly-owned subsidiary
of Seller (the "Company"), by Ispat International N.V. (the "Parent") through
the merger of a new direct or indirect wholly-owned subsidiary of Parent (the
"Purchaser") with the Company (the "Merger").
1. The price to be paid to Seller for the common stock of the Company
acquired in the Merger (the "Merger Price") is $650,000,000, subject to
adjustment up or down based on the difference between the consolidated net worth
of the Company as at December 31, 1997 and the consolidated net worth of the
Company as of the date of the Merger (the "Merger Date"). The parties agree to
elect to have the transaction taxed as an asset sale under Section 338(h)(10) of
the Internal Revenue Code.
2. Parent further agrees to purchase from Seller, and Seller agrees to sell
to Parent, on the Merger Date, the outstanding shares of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock of the Company for
a purchase price equal to the aggregate liquidation value of such Preferred
Stock, plus any unpaid and accrued dividends declared thereon. Parent shall, or
shall cause the Company, to pay off all outstanding net indebtedness of the
Company to the Seller on the Merger Date (which indebtedness was approximately
$230,700,000 on December 31, 1997).
3. Parent confirms that its due diligence investigation of the Company is
substantially complete, except to the extent such due diligence reveals a
material breach
of any of Seller's representations, warranties or covenants under the Definitive
Agreement (as defined below).
4. This letter agreement is subject to the rights of the United
Steelworkers of America ("USWA") pursuant to its letter agreement with Seller
and the Company, Appendix J-4 to the 1993 Settlement Agreement (the "USWA
Letter"), and nothing in this letter agreement shall prevent Seller and the
Company from complying fully with the terms of the USWA Letter, including
entering into a definitive agreement with the USWA for the sale of the Company
should the USWA present Seller with more favorable terms for such sale than
contained herein. If Seller enters into a definitive agreement with the USWA for
the sale of the Company, this letter agreement shall terminate and be of no
further force or effect.
5. Subject to the USWA Letter, Seller and Parent agree to negotiate in good
faith the terms of a definitive agreement (the "Definitive Agreement") covering
the Merger and the transactions contemplated thereby. The Definitive Agreement
will be in a form customary for transactions of this type and will include, in
addition to those matters specifically set forth in this letter agreement,
customary representations, warranties, covenants, agreements and indemnities of
the Seller for this type of business and the assets, liabilities and operations
of the Company, an indemnity from Parent in favor of Seller against any
liability or obligation of the surviving corporation (except for liabilities or
obligations that constitute a breach of Seller's representations, warranties or
covenants under the Definitive Agreement or otherwise subject to Seller's
indemnification of Parent) and customary closing conditions, such as the truth
of each party's representations and warranties in all material respects, the
performance by each party of its material covenants, the obtaining of all
material governmental and third party consents, and the furnishing by each party
of appropriate evidence of its corporate approval. In furtherance of the
foregoing, the Definitive Agreement shall include, in particular, conditions
that (1) the applicable Xxxx-Xxxxx-Xxxxxx Act ("HSR Act") waiting period shall
have expired or been terminated, (2) any issue under the successorship
provisions in any applicable agreement with the USWA shall have been
satisfactorily resolved, (3) the status quo under the put/call and change of
control provisions in the I/N Tek and I/N Kote joint venture and under the
related commercial agreements shall have been maintained and the related debt
(or other satisfactory replacement financing) shall be in place and (4) there
having been no material adverse change in the business, assets, liabilities,
results of operations or financial condition of the Company since December 31,
1997 (except for changes affecting the steel industry generally). If the Pension
Benefit Guaranty Corporation imposes conditions on the transactions contemplated
hereby, then the parties will cooperate to arrive at a mutually acceptable
resolution of such conditions and a mutually satisfactory resolution shall be a
condition to closing the Merger. The representations and warranties of Seller
under the Definitive Agreement shall survive the Merger Date for a period of 90
days after one full audit cycle of the Company thereafter except that (i)
representations and warranties relating to taxes and title to the stock of the
Company shall survive until 90 days after expiration of the applicable statute
of limitations, and (ii) environmental representations and warranties shall
survive for a period of five years after the Merger Date. The aggregate
liability of Seller under the indemnification provisions of the Definitive
Agreement shall not
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exceed $90,000,000 (the "Indemnification Cap"). Seller and Parent shall promptly
file notification under the HSR Act and cooperate with respect to obtaining
clearance thereunder. It is the intention of the parties to close the Merger
promptly upon satisfaction of the conditions under the Definitive Agreement.
6. On the Merger Date, (a) Xx. Xxxxxx X. Xxxxxxx, Chief Executive Officer
of the Company, shall remain in such position and shall assume responsibility
for Parent's North American steel operations and (b) employees of Seller
mutually agreed upon shall become employees of the Company; and the Company
shall assume and be responsible for the Seller's contractual and other salary,
severance and employee benefit obligations to Seller's employees who become
employees of the Company.
7. The parties shall mutually agree upon a press release announcing this
letter agreement. Any other announcement relating to this letter agreement, the
Definitive Agreement and the Merger will be mutually agreed upon; provided,
however, that the parties may in any event comply with applicable law and stock
exchange regulations.
8. Each party agrees to cooperate fully with the other party in
furnishing any necessary information required in connection with any filings,
applications and notices which may be required by federal, state and local
governmental or regulatory agencies or other third parties, including I/N Tek's
and I/N Kote's lenders, in connection with the Merger. Parent agrees to use its
reasonable best efforts to satisfy the concerns of any government agency with
respect to the transactions contemplated by this letter agreement and to be
responsible for any undertakings required by such agency as a result thereof.
9. Seller agrees that, subject to its obligations under the USWA Letter,
during the Exclusivity Period (as defined below), (i) neither it nor any of its
directors, officers, employees, agents or other advisors or representatives
shall solicit, encourage, facilitate or negotiate with any person or entity
other than the USWA with respect to an acquisition of the Company or any of its
capital stock, or all or any significant portion of its assets, or with respect
to a merger or other business combination with the Company or otherwise with
respect to any extraordinary business transaction involving the Company, and
(ii) shall not enter into any agreement or understanding with respect to any
such transaction. For purposes of this agreement, "Exclusivity Period" means the
period beginning on the date of this agreement and expiring upon the later of 30
days after the date hereof and termination or waiver of all USWA's rights under
the USWA Letter.
10. Each party agrees to bear its own expenses and costs of the
transactions contemplated hereby, including, but not limited to, the fees of
attorneys and financial advisors.
11. In the event that Seller at any time after the Merger Date shall
directly or indirectly sell the stock or assets of Ryerson Xxxx, Inc. or any
material subsidiary (by merger or otherwise) or engages in any transaction with
similar effect, Seller shall make adequate provision for the protection of
Parent for any then unpaid portion of the Indemnification Cap.
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12. During the period from the date of this agreement to the Merger Date,
Seller agrees that it shall cause the Company and its subsidiaries to conduct
the business and operations of the Company and its subsidiaries in the ordinary
and usual course in a manner consistent with past practice. In furtherance of
the foregoing, Seller shall not during such period permit Company to (a)
approve any capital expenditure in excess of $5,000,000 that is not included in
the business plan previously provided to Parent, (b) incur any indebtedness for
borrowed money other than in the ordinary course of business, (c) except as
approved at Seller's January 1998 board meeting and disclosed to Parent, enter
into any new employee severance or employment agreement or any employee benefit
plan, or amend any such agreement or plan to increase the benefits thereunder,
or (d) declare or pay any dividends on the capital stock of the Company other
than current dividends on its preferred stock.
13. This agreement sets forth the entire understanding and agreement
between the parties as to the matters covered hereby and supersedes and replaces
any prior understanding, agreement or statement of intent, in each case, written
or oral, of any and every nature with respect to such understanding, agreement
or statement other than the Confidentiality and Standstill Agreement dated
December 19, 1997 between Seller and Parent.
14. Seller (or its successors and assigns) shall pay, or cause to be paid,
in immediately available funds, to Parent, the sum of $20,000,000 (the
"Termination Fee") if this letter agreement is terminated pursuant to paragraph
16 or otherwise without Parent having breached its obligations hereunder and
prior to such termination, an Acquisition Proposal shall have been made and
shall be pending, and, within 12 months of such termination the Company, Seller
or any of its affiliates shall enter into an agreement providing for an
Acquisition Proposal or an Acquisition Proposal shall be consummated at an
aggregate purchase price (which shall be an implied purchase price in the case
of clause (b) of the definition of "Acquisition Proposal") in excess of the
Merger Price plus the other payments reflected in paragraph 2 hereof. Seller
will promptly notify Parent if Seller receives an Acquisition Proposal. Seller
(or its successors and assigns) shall pay the Termination Fee concurrently with
the consummation of such Acquisition Proposal. The parties agree that the
Definitive Agreement shall contain a substantially similar provision as this
paragraph 14. For purposes of this paragraph 14, "Acquisition Proposal" means,
other than the transactions contemplated by this letter agreement, (a) any
proposal or offer from any person or entity relating to any direct or indirect
acquisition or purchase of all or a majority of the assets of the Company and
its subsidiaries or more than 50% of the outstanding common stock of the
Company, any merger, consolidation or business combination, sale of all or
substantially all of the assets of the Company and its material subsidiaries or
any similar transaction involving the Company, or (b) (i) any proposal or offer
from any person or entity relating to any direct or indirect acquisition or
purchase of more than 50% of the outstanding common stock of Seller or more than
50% of the assets of Seller and its subsidiaries, (ii) any tender or exchange
offer that if consummated would result in any person or entity beneficially
owning more than 50% of the outstanding common stock of Seller, or (iii) any
merger, consolidation, business combination, or similar
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transaction with Seller and any person or entity is proposed, as a result of
which Seller, the Company and Parent do not enter into the Definitive Agreement.
15. The rights and obligations of the parties under this agreement are
subject to the USWA Letter.
16. Seller or Parent may terminate this letter agreement upon written
notice to the other party on or after June 26, 1998 if a Definitive Agreement
has not been signed on or before such date. The Confidentiality and Standstill
Agreement shall survive any termination of this letter agreement.
17. This letter agreement is governed by Delaware law, and the parties
consent to the jurisdiction of the Delaware courts with respect to any dispute
arising in connection with this letter agreement.
If you agree to the foregoing, please return a signed copy hereof to the
undersigned, whereupon this letter shall constitute an agreement between us.
Sincerely yours,
INLAND STEEL INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Chairman, President and Chief
Executive Officer
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Accepted and Agreed to this
16th day of March 1998:
ISPAT INTERNATIONAL N.V.
By: /s/ Xxxxxxx Xxxxxx
------------------------
Title: Chairman and Chief
Executive Officer
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