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    When a piece of a log is subjected to severe pressure becomes charcoal.

    And if it is subjected to extreme pressure results in a diamond.

    Entrepreneurs are made from men like that.

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    CASE STUDY

    TAKE OVER BY LAXMI NIWAS MITTAL: THE BIGGEST DEAL IN

    THE GLOBAL STEEL INDUSTRY, ARCELOR MITTAL

    A European Company Had To Finally Give In and Merge with A Company Of Indians .

    Introduction:

    Mergers are strategic decisions leading to the maximization of a company's growth by enhancing

    its resources. According to Sec 2(1A) of INCOME TAX ACT 1961 defines Amalgamation as

    the merger of one or more companies with another company or the merger of two or more

    companies to form a new company (called amalgamated company) in such a way that all assets

    and liabilities of the amalgamating company or companies becomes assets and liabilities of

    Amalgamated company.

    Many global MNCs used to take over Indian companies in the past. During the pre-liberalization

    era foreign companies were on the offensive mode to take over Indian companies. In post

    liberalization, things have changed for better for the Indian industry. As a result, the Indian

    industry changed its stance from being defensive to offensive.

    About Mittal Steel (Acquirer):

    There is one global Indian who thrived in business with a strategy of series of acquisitions. He is

    none other than Mr.Laxmi Niwas Mittal. He was born in Sadulpur village, in the Churu district

    of Rajasthan, India. He graduated in Commerce from St.Xaviers College in Kolkata, India. He

    was born in Steel family. Due to the differences with his father and brothers he left India and

    branched out by doing business independently across the seas.

    His first attempt was in Indonesia where he acquired a steel company which is related to wire rodmanufacturing and turned around and succeeded. One success led to another success and he

    began acquiring steel plants all over the world. He can also be calledTake Over Tycoon.

    Mittal Steel is the world's largest and most global steel company, with shipments of 49.2 million

    tons and revenues of over $28.1 billion in 2005. They own steel-making facilities in 16 countries,

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    spanning four continents. They employ 224,000 people spanning 49 different nationalities. Their

    shares are listed on the New York and Amsterdam stock exchanges.

    There are different ways and means by which any company can

    grow such as:

    Organic growth,

    Mergers,

    Strategic alliances and

    Acquisitions.

    The secret to success for Mittal is series of acquisitions. He took

    over the companies at cheaper price which are not doing well and

    developed and turned around the same. Besides, he is:

    An excellent negotiator,

    Communicator and

    Has deep understanding of cultural differences across the world.

    He always believed in his core strength steel and never believed in unrelated diversification.

    As a result LN Mittal is called as a Steel Czarand as crowned as the Carnegie of Steel.

    The Target Company- Arcelor

    Arcelor was created through the merger of

    Arbed (Luxembourg)

    Aceralia (Spain)

    Usinor (France)

    Merger was launched on 19 February 2001. Guy Dolle was

    the CEO of Arcelor and its headquarter was in

    Luxembourg City.

    And the mother of all acquisitions is the attempt to acquire Luxembourg-based Arcelor

    Steel.

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    Mittal Steel made a daring $ 33 billion offer to take over its rival Arcelor. It was the boldest offer

    by any NRI to be made. There were lots of practical problems involved during acquisition. The

    French government went to the extent of protecting their company and adopted various

    techniques to prevent the acquisition.

    Mr. Mittal pursued up to the hilt. He allayed the apprehensions of the employees and also that of

    shareholders of Arcelor and after prolonged battle the company was acquired and the transition

    has been made smooth. Ultimately he created 100 million tonne steel company. It was the

    toughest job for the Mr. Mittal to get the merger process evened out. Ultimately he succeeded in

    his bid and has become the President and CEO for Arcelor Mittal.

    It indicates his business:

    Acumen,

    Gut and

    Intuition

    The Arcelor-Mittal merger is a HORIZONTAL merger

    Horizontal merger take place where two merging companies produce similar products in same

    industry like Arcelor and Mittal both are steel manufactures, hence Arcelormittal merger is a

    horizontal merger as both the companies were in steel manufacturing .

    Now LN Mittal is the only Indian who controls any particular sector i.e. Steel sector in the world.

    No other Indian in the earth controls any particular sector but it has been made possible only for

    Mr. Mittal because ofhis passion and perseverance to become steel czar in the world.

    In the confrontation between the stream and the rock, the stream always wins not

    through strength but by perseverance,

    H. Jackson Brown

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    Advantages Of Arcelor-Mittal Merger

    Economies of scale : The main objective of Mittal regarding the merger is to have

    economies of scale in the foreign market so that they will be leader in the steel Industry

    .As Arcelor was one of the major producer of steel in Europe , thus by the merger Mittalwill enjoy economies of scale and increase order size

    A tie-up between the two companies would create a company with $70 billion a year in

    revenue and the most global production capacity in the industry

    Synergy: The objective Low Cost slab manufacturing in Brazil that can be expanded for

    export to Europe and North America. Annual synergies increased by 60% to 1.3bn

    (US$1.6bn). Increased revenue and market share: The motive of the Mittal behind the

    merger was to increase the market share and become a leader in steel production.

    The Combined Strategy Taken By Mittal

    Consolidate regional high-end leadership into global customer platform

    Achieve industrial excellence through state of the art assets sustained by sound capital

    expenditure and best in class R&D.

    Realize commercial leadership through strong distribution channels

    Capture growth in BRICET countries, utilizing existing leadership in high-end products

    in mature economies

    Accelerate growth in key emerging markets such as India and China

    Achieve cost leadership and operational excellence across product range

    Maintain high level of vertical integration to hedge against raw materials price

    fluctuations

    Focus on people management and social responsibility

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    A Win-Win Transaction For All Stakeholders:

    1. From Mittal Point Of View

    Merger would take consolidation to a new horizon. Successful distribution business in Europe.

    Mittal Co. to have leadership position in high end segments in Western Europe with

    strong R&D capabilities.

    Low Cost slab manufacturing in Brazil that can be expanded for export to Europe and

    North America.

    Increased free float and liquidity.

    2. From Arcelor Point Of View Mittal Company will accomplish Arcelor's stated plan in the most efficient way.

    Arcelor becomes a global player.

    Operations in high-growth economies with low-cost, profitable assets and local operating

    expertise in numerous emerging markets.

    Leadership position in high-end segments in North America, with strong R&D

    capabilities.

    Access to very low cost slab potential in Ukraine to serve West Europe.

    Access to raw materials and upstream integration.

    It Has Been A Win-Win Transaction For Both Parties

    Creating the undisputed leading global steel company

    Growth and value creation opportunities maximized through unique global platform

    Step change in steel industry consolidation

    Significant synergy potential

    Financial strength and strategic flexibility reinforced

    Leadership in R&D/product development

    Significant free float and liquidity

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    Re-rating potential

    Positive for all stakeholders

    Manufacturing And Process Optimization (Us$470m)

    Benchmarking and best practice alignment across all operating assets

    Optimization of utilization of assets through selected mill product specialization (e.g.,

    productivity gains with better sequencing rates, fewer changeovers)

    Logistical and mill optimization through transfers of semi-finished products

    Purchasing (US$500m)

    Scale effects on standardization of procurement contracts

    Optimization and efficiencies from maintenance services, subcontracting, spare parts And

    Consumables

    Logistics savings on optimization of raw material flows

    SGA (US$60M)

    IT synergies

    Reduction in external contracts e.g., consulting services

    Duplication in commercial network avoided

    The Basic Change Strategies taken by Mittal

    Top Management Sets Expectations

    Arcelor Mittal top management set three driving objectives before undertaking the post-merger

    integration effort. These included the following:

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    (1) Achieve rapid integration;

    (2) Manage effectively daily operations; and

    (3) Accelerate revenue and profit growth.

    The third objective was viewed as the primary motivation for the merger. The goal was to

    combine what were viewed as entities having highly complementary assets and skills. This goal

    was quite different from the way Mittal had grown historically, which was a result of

    acquisitions of turnaround targets focused on cost and productivity improvements.

    The focus during the merger was mainly on the following:

    formation of the integration team,

    the importance of communication, and

    The realization of anticipated synergies during the post-merger period

    Developing the Integration Team

    The formal phase of the integration effort was to be completed in six months. Consequently, it

    was crucial to agree on the role of the management integration team (MIT), key aspects of the

    integration process such as how decisions would be made, and the roles and responsibilities of

    team members.

    Activities were undertaken in parallel rather than sequentially. Teams from the two firms were

    identified. The teams were then asked to submit a draft organization to the MIT. The profiles of

    the people who would occupy the senior positions were defined and selection committees

    established. Once the senior managers were selected, they were to build their own teams to

    identify the synergies and to create action plans for realizing the synergies. Teams were formed

    before the organization was announced and implementation of certain actions began before

    detailed plans had been developed fully. Progress was monitored to plan on a weekly basis,

    enabling the MIT to identify obstacles facing the 25 decentralized task forces and, when

    necessary, to resolve issues.

    The integration team leader was selected based on their demonstrated ability to be collaborative

    and process-oriented, enabling them to manage the weekly reviews and to resolve issues as they

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    arose. The leader would also have to be sensitive to cultural differences in order to be able to get

    people to work together. Finally, the team leader would have to be someone who had the

    confidence of the CEO and other top managers.

    Developing Communication Plans

    Considerable effort was spent in getting line managers involved in the planning process and to

    sell the merger to their respective operating teams. Initial communication efforts included the

    launch of a top-management road-show. The new company also established a Web site and

    introduced Web TV. Senior executives provided two-to-three minute interviews on various

    topics giving everyone with access to a personal computer the ability to watch the interviews

    onscreen.

    Owing to the employee duress resulting from the merger, uncertainty was high as employees

    with both firms wondered how the merger would impact them. To address employee concerns,

    managers were given a well-structured message about the significance of the merger and the

    direction of the new company. Furthermore, the new brand, ArcelorMittal, was launched at a

    meeting attended by 500 of the firms top managers during the spring of 2007. This meeting

    marked the end of the formal integration process. Finally, all communication of information

    disseminated throughout the organization was focused rather than of a general nature.

    External communication was conducted in several ways. Immediately following closing, senior

    managers traveled to all the major cities and sites of operations (i.e., the road show) talking to

    local management and employees at these locations. Typically, media interviews also were

    conducted around these visits, providing an opportunity to convey the ArcelorMittal message to

    the communities through the press. In March 2007, the new firm held a media day in Brussels,

    which involved presentations on the status of the merger. Journalists were invited to go to the

    different businesses and review the progress themselves.

    Within the first three months following closing, customers were informed about the advantages

    of the merger for them, such as enhanced R&D capabilities and wider global coverage. The sales

    forces of the two organizations were charged with the task of creating a single face to the

    market.

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    Achieving Operational and Functional Integration

    ArcelorMittal management set a target for annual cost savings of $1.6 billion annually, based on

    their experience with earlier acquisitions. The role of the task forces was first to validate this

    number from the bottom up and then to tell the MIT how the synergies would be achieved. As

    the merger progressed, it was necessary to get the business units to assume ownership of the

    process to formulate the initiatives, timetables, and key performance indicators that could be

    used to track performance against objectives. In some cases, synergy potential was larger than

    anticipated, while smaller in other situations. The expectation was that the synergy could be

    realized by mid-2009. The integration objectives were included in the 2007 annual budget plan.

    As of the end of 2007, the combined firms were on track to realize their goal with annualized

    cost savings running $1.4 billion.

    Concluding Formal Integration Activities

    The integration was deemed complete when the new organization, the brand, the one face to

    the customer requirement, and the synergies were finalized. This occurred within eight months

    of the closing. However, integration would continue for some time to achieve cultural

    integration. Cultural differences within the two firms are significant. In effect, neither company

    was homogeneous from a cultural perspective. Arcelor Mittal management viewed this diversity

    as an advantage, since it provided an opportunity to learn new ideas.

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    ApplicationOf Theory In Arcelor Mittal Case

    Planned ChangeMerger

    Steps in Planned Change

    Once managers and an organization commit to planned change, they need to create a logical

    step-by step approach in order to accomplish the objectives. Planned change requires managers

    to follow an eight-step process for successful implementations, which is illustrated in Figure 1.

    Figure 1Stages of planned change.

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    1. Recognize the need for change. Recognition of the need for change may occur at the top

    management level or in peripheral parts of the organization. The change may be due to

    either internal or external forces.

    Mr.Laxmi Niwas Mittal recognized the change very early only. He wanted to acquire

    Arcelor Steel for becoming the largest manufacturing in the steel in the world.

    2. Develop the goals of the change. Remember that before any action is taken, it is

    necessary to determine why the change is necessary. Both problems and opportunities

    must be evaluated. Then it is important to define the needed changes in terms of products,

    technology, structure, and culture.

    He has prepared and set the goals for acquiring the competing firm. He has set the 3

    major goals. They are as follows:

    1) Achieve rapid integration;2) Manage effectively daily operations; and3) Accelerate revenue and profit growth.

    3. Select a change agent. The change agent is the person who takes leadership responsibility

    to implement planned change. The change agent must be alert to things that need

    revamping, open to good ideas, and supportive of the implementation of those ideas into

    actual practice.

    For making such a big level of change the company has appointed all the top

    management managers to implement this level of change successfully.

    4. Diagnose the current climate. In this step, the change agent sets about gathering data

    about the climate of the organization in order to help employees prepare for change.Preparing people for change requires direct and forceful feedback about the negatives of

    the present situation, as compared to the desired future state, and sensitizing people to the

    forces of change that exist in their environment.

    Mittal & Co. has diagnosed the overall environment particularly in the steel industry.

    Mr. Mittal has waited for the right time to come for this deal.

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    5. Select an implementation method. This step requires a decision on the best way to bring

    about the change. Managers can make themselves more sensitive to pressures for change

    by using networks of people and organizations with different perspectives and views,

    visiting other organizations exposed to new ideas, and using external standards of

    performance, such as competitor's progress.

    Company has implemented this big change through planned process and step by step.

    Company has decided to purchase whole company Arcelor to become worlds largest

    steel manufacturing firm.

    6. Develop a plan. This step involves actually putting together the plan, or the what

    information. This phase also determines the when, where, and how of the plan. The plan is

    like a road map. It notes specific events and activities that must be timed and integrated to

    produce the change. It also delegates responsibility for each of the goals and objectives.

    Company has prepared plans how much money should be spent on this acquisition and

    how much will be earned after this deal. I n how many years the company will be able to

    reach at break-even point.

    7. Implement the plan. After all the questions have been answered, the plan is put into

    operation. Once a change has begun, initial excitement can dissipate in the face of

    everyday problems. Managers can maintain the momentum for change by providing

    resources, developing new competencies and skills, reinforcing new behaviors, and

    building a support system for those initiating the change.

    Company has taken full care while implementing the plan and bringing this change.

    8. Follow the plan and evaluate it. During this step, managers must compare the actual

    results to the goals established in Step 4. It is important to determine whether the goals

    were met; a complete follow-up and evaluation of the results aids this determination.

    Change should produce positive results and not be undertaken for its own sake.

    Company has implemented the plan and evaluated it through follow up steps like

    communication process and integrating team that will look after the after merger

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    integration of both the different firms. That will ensure the timely breakeven and

    revenue generation for the new company.

    Keep in mind that a comprehensive model of planned change includes a set of activities that

    managers must engage in to manage the change process effectively. They must recognize the

    need for change, motivate change, create a vision, develop political support, manage the

    transition, and sustain momentum during the change.

    Types Of Process Interventions

    Communications planning

    Development of a communication plan was the most common task for change management

    teams. When ask about communication practices and the frequency of communications, project

    teams tended to communicate less frequently than they thought they should have during the

    project (see Figure 1).

    Figure 1Communication frequency

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    Nearly 40% of study participants indicated that weekly communications provided the desired

    frequency, with about one-third indicating either several times a week or daily.

    Developing Communication Plans

    Considerable effort was spent in getting line managers involved in the planning process and to

    sell the merger to their respective operating teams. Initial communication efforts included the

    launch of a top-management road-show. The new company also established a Web site and

    introduced Web TV. Senior executives provided two-to-three minute interviews on various

    topics giving everyone with access to a personal computer the ability to watch the interviews

    onscreen.

    Owing to the employee duress resulting from the merger, uncertainty was high as employees

    with both firms wondered how the merger would impact them. To address employee concerns,

    managers were given a well-structured message about the significance of the merger and the

    direction of the new company. Furthermore, the new brand, ArcelorMittal, was launched at a

    meeting attended by 500 of the firms top managers during the spring of 2007. This meeting

    marked the end of the formal integration process. Finally, all communication of information

    disseminated throughout the organization was focused rather than of a general nature.

    External communication was conducted in several ways. Immediately following closing, seniormanagers traveled to all the major cities and sites of operations (i.e., the road show) talking to

    local management and employees at these locations. Typically, media interviews also were

    conducted around these visits, providing an opportunity to convey the ArcelorMittal message to

    the communities through the press. In March 2007, the new firm held a media day in Brussels,

    which involved presentations on the status of the merger. Journalists were invited to go to the

    different businesses and review the progress themselves.

    Within the first three months following closing, customers were informed about the advantagesof the merger for them, such as enhanced R&D capabilities and wider global coverage. The sales

    forces of the two organizations were charged with the task of creating a single face to the

    market.

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    Communication Methods

    Who should deliver the message?

    The employees supervisor (to deliver messages that directly impact the employee)

    CEO/president (to deliver messages about the business drivers and business vision)

    Arcelor Mittal engaged more than 500 top management employees in this process of

    communication. They tried to inform the details relating to merger and concerning to

    the employees.

    Important Messages To Communicate

    The most important messages to communicate to impacted employees fell into two categories:

    1. Messages about the change

    The current situation and the rationale for the change

    A vision of the organization after the change takes place

    The basics of what is changing, how it will change, and when it will change

    The expectation that change willhappen and is not a choice

    Status updates on the implementation of the change, including success stories

    2. Messages about how the change will impact the employee

    The impact of the change on the day-to-day activities of the employee (WIIFM Whats

    in it for me?)

    Implications of the change on job security (Will I have a job?)

    Specific behaviors and activities expected from the employee, including support of the

    change

    Procedures for getting help and assistance during the change