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Eramet

M&A Activity Jul 13, 2010

1293_iss_2010-07-13_6444815d-6a9f-47e4-a786-a343a9ec4a54.pdf

M&A Activity

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Paris, July 13th, 2010

PRESS RELEASE

Shareholder agreement within Société Le Nickel-SLN (New Caledonia): agreement as of July 13th, 2010 between STCPI and the ERAMET group.

Société Territoriale Calédonienne de Participation Industrielle (STCPI) and ERAMET, whose Board of Directors met today, have jointly agreed to renew their shareholder agreement within Société Le Nickel-SLN for a period extending to December 31st, 2011, upon the current agreement's expiry on September 13th, 2010. The provisions of the agreement will remain unchanged for this new period and will continue to be complemented by the new measures implemented in 2009 as part of SLN's modernized governance.

The parties have also agreed to hold discussions about adjustments to be made before December 31st, 2011 to the agreement, whose guiding principles remain the same, to take account of the industrial, commercial and technological changes that have occurred within SLN and its environment since the original agreement was signed.

Along with ERAMET and NISSHIN STEEL, a leading Japanese stainless steel producer, STCPI holds 34% of the share capital of SLN on behalf of New Caledonia's three provinces.

Thanks to this shareholder agreement, the New Caledonia provinces have been involved in the governance and strategic policies of SLN for 10 years: STCPI has four directors and a non-voting board member on SLN's Board, for a 34% stake in the share capital, which gives it a blocking minority.

The shareholder agreement also enables STCPI to be involved in potential changes to SLN's share capital, primarily through:

  • a reciprocal right of preemption between ERAMET and STCPI over SLN shares;
  • a reciprocal call option over the SLN shares held by the party that would fall under the control of a company, the main activity of which or of the group to which it belongs would compete with that of SLN.

STCPI, which holds 4.1% of ERAMET's shares, is represented on ERAMET's Board of Directors. This situation is unique in New Caledonia when compared with other major mining companies and reflects a true strategic partnership that exists between New Caledonia and ERAMET.

Patrick Buffet, ERAMET's Chairman and Chief Executive Officer, commented: "It is of the utmost importance for me that SLN's governance be exemplary, in the interests of transparency and constructive relationships with all parties concerned. Our partnership with New Caledonia is oriented towards the future and underpins major potential industrial projects, particularly with the new Doniambo power plant and the implementation of the hydrometallurgical process developed by the ERAMET group. The agreement reached today with STCPI and the upcoming discussions to make the necessary adjustments to the shareholder agreement will contribute to an optimal and sustainable development for New Caledonia, in keeping with the corporate interests of SLN and ERAMET."

ABOUT ERAMET

ERAMET is a leading global producer of:

  • alloying metals, particularly manganese and nickel, used to improve the properties of steel,
  • high-performance special steels and alloys used in industries such as aerospace, power generation and tooling.

ERAMET is also developing in new metals with high growth potential such as lithium and in recycling.

The group employs approximately 15,000 people in 20 countries. ERAMET is part of Euronext Paris Compartment A and is listed on the MSCI index.

CONTACT

Vice President Strategy and Investor Relations Philippe Joly Tel.: +33 (0)1 45 38 42 02 For more information: www.eramet.com

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