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M&A Announcement

Jun 19, 2017

Operator

Please go ahead, Daniel.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

Thank you. Good afternoon, everyone. This is Daniel Fairclough from ArcelorMittal Investor Relations. Thanks very much for joining this conference call today to discuss our recently announced acquisition of Ilva. We will have a presentation from Aditya Mittal, followed by a Q&A session. The intention is for the call to last up to an hour. If you would like to join the queue to ask a question, press star one at any time. Can I also remind you that this call is, as usual, being recorded? With that, I will hand over to Aditya Mittal.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Thank you. Good day, everyone. Thank you for joining this call to discuss the integration and transformation of Ilva. Today, I'm joined by Aditya Mittal, CEO of Europe and CFO, Geert Van Poelvoorde, who is the CEO of Flat Products Europe, Genuino Cristino, Group Head of Finance, Daniel Fairclough, Head of Investor Relations. This is a very important development for ArcelorMittal. Upon signing a binding agreement, we were eager to share with you some details about our plans for the asset and explain why we believe Ilva will ultimately establish itself as a jewel in ArcelorMittal's crown. To begin with a brief overview, on Friday, we and our JV partner, Marcegaglia, announced that AM Investco has signed a binding agreement with the Italian government to lease and ultimately purchase the operations of Ilva. This is a great news for ArcelorMittal. Ilva offers a strong fit for our business.

Geert Van Poelvoorde
EVP, CEO ArcelorMittal Europe, ArcelorMittal

We have a robust plan to transform the Ilva assets, reestablish its competitiveness, and restore its market position. We have identified significant synergies that will improve Ilva's cost and product position. This will drive value for our shareholders. On completion of our plan, I believe we will have a Tier 1 steel asset, the largest single-site facility in Europe, and located in the country which has the second-largest steel consumption in Europe. We will achieve this without adding pressure to our balance sheet. Moving to slide number three, let me first of all address why Ilva is a strong fit for our business. The primary reason is the geographic complement. Italy is the second-largest consumer country in Europe, a country where we currently do not have any primary steelmaking assets. Secondly, Ilva has the potential to be a Tier 1 steelmaking asset.

Its main facility in Taranto is the largest single-site facility in Europe, is very well positioned on the coast with excellent access to a large deepwater port. This is complemented by high-quality cold rolling facilities and galvanizing facilities at Novi and Genoa. Now to slide number four, which outlines why we, ArcelorMittal, are the best custodian of the Ilva assets, and why our unique offer is the most credible solution for its long-term future. The bottom line is that ArcelorMittal has the management strength and track record to turn Ilva's performance around. We have the financial strength to commit to the required investment. We are in the best position to leverage our buying power to improve Ilva's competitiveness. We have the customer franchise and R&D capability to reestablish Ilva's position in Italy and as a Tier 1 supplier to the European market.

We can commit to this turnaround with an ingrained philosophy of safe, sustainable steel. This brings me onto our vision for Ilva, as shown on slide number five. I think you all understand and appreciate the challenges that Ilva faces today. I'm very confident that we can deliver on our plan to transform Ilva into a modern, best-in-class integrated steel producer, capable of producing top-quality products, satisfying its natural customer base, and reestablishing a trusted and positive relationship with its stakeholders and the local community. Key to this transformation will be the execution of our industrial and environmental investment plans. Moving to the next slide, which details the four key areas which we need to focus on to bring about Ilva's transformation.

First, our industrial plan, which includes EUR 1.3 billion investment over a seven-year period aimed at dramatically improving Ilva's asset base, increasing utilization rates at the finishing lines at all three major sites. Second, our environmental plan, which includes EUR 1.1 billion of investment over a six-year period, aimed at materially improving Ilva's environmental performance, complying with the Integrated Environmental Authorization set out by the Italian government, and improving environmental performance to beyond European best practice levels. Thirdly, our commercial plan, which involves extending Ilva's product range with a focus on increasing the proportion of high added value products, leveraging our existing customer relationship and pan-European sales and distribution networks, and restoring Ilva to its rightful position as Italy's premier steel producer. Fourthly, our research and development strength.

This is a critical topic because R&D is the engine room for our innovation, and without innovation, you have no choice but to be a commodity producer. Obviously, our vision for Ilva addresses making ArcelorMittal's R&D capability available as a means of ensuring the plant produces high value-added steels, which is a central part of our industry plan. I truly believe that ArcelorMittal is the most innovative steel company in the world, and our commitment to investment in R&D sits right at the heart of that. Last but certainly not least, people and communities. We want to be a welcome neighbor in the communities in which we operate and intend to start an open dialogue with community stakeholders to fulfill and satisfy their critical requirements. Finally, next slide. Let's discuss the overall CapEx investment plan on slide number seven.

AM Investco has committed to invest EUR 2.4 billion at Ilva over the next six to seven years. This will be split into two areas. Our environmental investment plan totals EUR 1.15 billion and is to be completed by the end of 2023. Our industrial investment plan totals EUR 1.25 billion and is to be completed by the end of 2024. The two plans are inherently linked, as without the environmental investment, we will not be able to increase crude steel output above the currently licensed 6 million ton rate. The industrial investment plan, including the reline of blast furnace five, is required to move crude steel production to 8 million ton with the most competitive asset configuration. With this, I will hand over to Aditya to discuss these plans in more detail.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Great. Thank you very much, good afternoon, good morning to everybody. I'm on page eight, which highlights our environmental investment plan in more detail. Our environmental investments can be broadly split into two areas, remediation work and environmental CapEx. The remediation work is essentially site cleanup work. We will spend just short of EUR 300 million. This will be covered by the funds seized from the previous owner. The remaining CapEx of about EUR 850 million will be spent with the target to improve environmental performance, such as reducing air emissions, improving energy efficiency, reusing byproducts, and improving water quality. We take our obligation to improve the environmental performance at Ilva very seriously.

Our plan is detailed and robust. I'm confident it will deliver material improvement and ensure that there is never a return to the situation that Ilva and its communities have had to face in the recent past. Moving to slide nine. It provides further detail on our industrial plan, showing our crude steel production targets for Ilva. As we just mentioned, we are constrained to a level of 6 million tons of crude steel production at Ilva until the provisions set out by the Italian government in their Environmental Authorization Plan are complied with. Hence, until the environmental plan is completed, we will supplement Ilva's primary production with imported slabs and hot rolled coils in order to maximize usage of Ilva's finishing facilities. Post completion of the environmental plan, we intend to bring blast furnace five, Ilva's largest blast furnace, into operation.

In order to do this, we will invest EUR 225 million relining it, which is part of our investment plan. Blast furnace five is intended to be operational as soon as our environmental plan is finished. This will enable us to further increase crude steel production to Ilva to 8 million tons a year. Turning to slide 10, which I hope pulls all these drivers together to show you how we will turn around the EBITDA for Ilva. The first point I will make is that Ilva will be transferred to us with 10,000 people, which is less than the number of people they had in 2016. This is approximately a EUR 100 million to EUR 150 million fixed cost saving. The costs of this restructuring are not our responsibility. What is our responsibility is capturing the synergies and variable cost improvements.

These synergies include logistic savings from improved steel flows, applying ArcelorMittal's buying power to all of Ilva's purchases, applying our management and benchmarking to improve variable costs, including working points, energy consumption, and yield. The total synergies we have identified is EUR 310 million, of which EUR 50 million will be the benefit to ArcelorMittal's existing operations. Within this bridge, we are showing the EUR 260 million that will accrue to Ilva directly. These synergies, together with the impact of increasing downstream utilization and improving product mix, are expected to significantly improve EBITDA by 2020. Post 2020, we will continue to improve the cost position, and by 2024, capture the benefits of restarting blast furnace 5, which will increase crude output by 2 million tons. This will bring Ilva's performance in line with the best performing assets within the ArcelorMittal Europe portfolio.

To address the impact of Ilva on ArcelorMittal's financials, this transaction will only complete once we have received the required regulatory approvals. That process is likely to take the remainder of this year. Following completion, ArcelorMittal will take operational control of the Ilva assets. On completion, we will recognize the Ilva assets on our balance sheet. We will also recognize the purchase price as a liability classified as other payables, and therefore not included in the company's net debt position. The liability will reduce over time as the lease payments are made. The lease period will be for a minimum of two years and will continue if necessary until all remaining court processes are lifted. Lease payments will also not impact our P&L.

It is important to understand that Ilva will be transferred to us with EUR 1 billion of net working capital and free from any financial debts and any pension obligations or other long-term liabilities. On completion, we will commence our CapEx investment plans. Assuming the same steel market conditions as 2016, we expect Ilva to be accretive to ArcelorMittal EBITDA in the first year and contribute to a positive free cash flow in year three. Let me try and conclude our presentation. As you just heard, Ilva is an excellent opportunity for ArcelorMittal to create value for our shareholders. We are acquiring a large-scale asset, an asset that is currently not fulfilling its Tier 1 potential. We have the management capability and track record to turn the performance around and realize the significant synergies between the two companies.

We will leverage our R&D strengths, our product leadership, our commitment to customer service. We will reestablish Ilva as a leader in its domestic market. We will do all of this and achieve all of this without sacrificing our balance sheet strength. An important next step is to start discussions with the trade unions. We will be engaging with the European Commission as we move through the regulatory approval process with the aim of completing it by the end of 2017. That concludes our presentation. Now we're happy to answer your questions.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

Thank you. If I could remind everybody, if you would like to ask a question, please do press *1 on your keypad, and we will take the first question, please, from Fraser Jamieson at JPMorgan.

Jaimeson Fraser
Analyst, JPMorgan

Thank you very much, gentlemen, for the presentation. I just wanted to ask longer term, you've obviously presented some details about where you think 2020 EBITDA could go. It looks like you're talking about something like $40-$45 per ton on that basis. Ultimately, longer term, you've got the upside that you identify. Where should we be thinking about where Ilva can get to relative to, say, the broader ArcelorMittal European division? Do you think that ultimately that can be a more profitable asset once the various synergies, et cetera, and environmental programs have been delivered? Secondly, just specifically on the synergies you talked in general terms about some of the areas. Could you maybe talk about the elements of the synergies accruing to the broader European division, where you see those opportunities, presumably in supplying some of the raw material slabs, et cetera, into Ilva?

Some more detail on that would be great, please.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Sure. I think to appropriately answer the potential of Ilva, there are two phases. One is when Ilva is running at 6 million tons and another when we achieve full capacity utilization. Let me start with full capacity utilization. In 2016, our European business earned about EUR 62 per ton of production, and Ilva will be doing about 8 million tons of crude steel by 2023 or perhaps earlier. That translates into about EUR 500 million. It will also be shipping an additional 1 million tons of product. A good thumbnail is that that product earns about EUR 50 margin, so you get a run rate eventually of about EUR 550 million. If you look at the cost structure of Ilva is really a world-class Tier 1 asset. Very well laid out. It has a high level of integration, excellent coke facility, sintering.

It has its own oxygen plant, power plant, lime capability, deep water ports. The finishing facilities of Ilva are relatively new. Most of them have been built in the last 10 years, and logistic flows between Taranto and Novi and Genoa are quite good. If you look at what Ilva is, it's definitely a Tier 1 asset and fits into our European portfolio very nicely. In terms of synergies, the broader synergy to ArcelorMittal is about EUR 50 million. It's primarily to ArcelorMittal's Europe operations. It's logistics, because today there is cross-material flow. We can optimize on that. It is also purchasing savings as we see Ilva has a large supplier base in southern Italy, and perhaps we can exploit that in our European business. It's vice versa.

Jaimeson Fraser
Analyst, JPMorgan

Okay. Thank you.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

Great. Thanks, Fraser. We'll move to the next question, please, from Luc at Exane.

Luc Pez
Analyst, Exane BNP Paribas

Hi, gentlemen. Thanks for taking my question. Could you maybe be a bit more specific as to what will trigger the payment for the assets? You were talking about the court process. Maybe if you could elaborate a bit on that. Related to this question, could you also help us understand what is going to be the final structure for the JV and how Intesa Sanpaolo and what will be the share, maybe, of your partner, Intesa Sanpaolo? The third question related to that topic, the funding of the JV. Do you intend, or what will be the equity contribution for ArcelorMittal in the end? Thank you.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Sure. In terms of the court process, the reason why the transaction cannot close in a traditional manner when you achieve all regulatory approvals is because the assets are under criminal seizure. The assets are under criminal seizure by the relevant courts near Taranto, and they're under criminal seizure till the environmental plan is met. Fundamentally, what it means is that they want to make sure that there is an operator and an owner, which is going to fix the issues of the past. Therefore, to the extent that we start making environmental investments and they can see that emissions are coming down, the raw material yard is being constructed, the judge could lift the restrictions.

The minimum is about two years contractually, and it is up to 2023, but the judge could decide that we're making enough progress on the environmental front to lift the seizure earlier. As soon as he lifts the seizure, then the transaction would close. In any case, we would have foresight of that, so it's not going to be a sudden thing that would happen tomorrow morning. It's a minimum two-year period, till 2023, and we would be in constant dialogue with local authorities to understand when that event could occur. In terms of the joint venture, we have two joint venture partners, Marcegaglia and Banca Intesa Sanpaolo. Combined, they are investing EUR 200 million, which translates into a 12% equity ownership. They're roughly equal in their shareholding. In terms of funding, the funding is primarily ArcelorMittal.

The investments of both Marcegaglia and Banca Intesa have calls and puts, and therefore, fundamentally, the funding for the investment, the environment, and the equity price falls on us.

Luc Pez
Analyst, Exane BNP Paribas

Excuse me, maybe a follow-up. Did I understand correctly that you're saying each Marcegaglia and Intesa Sanpaolo are taking 12% or is it the total in the?

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

It's total. It's EUR 200 million.

Luc Pez
Analyst, Exane BNP Paribas

Okay

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

EUR 1.8 billion, which is the purchase price. It's approximately 11.1% to be precise.

Luc Pez
Analyst, Exane BNP Paribas

Okay. Thank you.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

Thanks, Luc. Before we move to the next question, if I could just remind anybody who does want to ask a question to press star one. I see a lot of people dialed in, but I'm not seeing a lot of questions, so I'm not sure if there's a technical issue. Just to remind you, do press star one if you'd like to ask a question. We will move to the next question, please, from Charlie Clark at Berenberg.

Charlie Clark
Analyst, Berenberg

Hi there. Thanks for your time. Just got two questions, if that's okay. First one, slide six states that Ilva's output will go gradually to 8.5 million tons by 2020, and then up to 9.5 million tons by 2023. I'm just thinking, is this a contractual obligation or will this be a function of underlying demand? The second question, will Ilva's exports be limited to the Mediterranean countries or will it be a global export? Thank you.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Thank you for the question. It's not contractual. What is contractual is we need to ensure that we complete our investment plan, our environmental plan, we hire 10,000 people, and we execute on the strategy that we have decided upon. Clearly, we do want to ship product because it is profitable to ship product. Even though we're producing six million tons of crude through 2020, by increasing shipments and utilizing our downstream assets full, we create value. Roughly every million ton of shipment is worth EUR 50 million. Where do we plan to ship it, if that's your question? When we look at Ilva has historically lost a lot of market share in its markets, primarily because of poor quality and service. We need to improve quality performance and service performance. That share has been eaten up by imports.

When you look at, for example, just Italy, Italian customers account for more than half of all the imports into the European marketplace. That is an area to grow. That is not price driven. That is just driven because Ilva has not been able to fulfill the quality and service requirements. Those are the areas we will attack first. Clearly, Ilva is well-positioned to also export into the Mediterranean market. We have important JV customers in Turkey, which buy a lot of hot band, that could also be a source. Clearly, with Marcegaglia, which is a partner, which will also be taking on some tons from Ilva.

Charlie Clark
Analyst, Berenberg

That's great. Thank you.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

Thanks. We'll take the next question, please, from Phil at KeyBanc.

Philip Gibbs
Analyst, KeyBanc Capital Markets

Thanks very much. My question just maybe dovetails well off the recent comments, but in terms of exporting into places like the United States, I know Ilva has probably done that over the course of the last three to five years. Given the fact that you've got such strong presence

In North America, is it part of your commercial plan to start shipping those products more so in the Mediterranean and away from NAFTA?

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Yeah. Thank you. Ilva historically has not shipped that much into the U.S. perhaps because of service delivery and financing issues. You're absolutely right. Our focus is to address the customers which Ilva has lost because of poor customer service, because of poor quality and delivery capability. That would reduce the level of imports into the Italian markets, and we would also look at opportunities in the Mediterranean region.

Philip Gibbs
Analyst, KeyBanc Capital Markets

Okay. This is the last question. In terms of market share, where would this take your European share in terms of the flat roll market with the consolidation move here versus where you were prior? Thanks.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

If you look at Ilva adds about 6% points on share based on existing capacity. As we increase capacity and shipments, clearly there will be few more points on that, but 6% is a good way to begin. I mean, simple math, the European market, flat market is 100 million ton market. As we increase shipment, clearly from the level of Ilva today, which was about 5.4, it would grow. Does that help answer your question?

Philip Gibbs
Analyst, KeyBanc Capital Markets

Yes.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

I think I've given you enough building blocks. All right. Good.

Philip Gibbs
Analyst, KeyBanc Capital Markets

Thanks very much.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

There being no other question, I just like to. Oh, we just got one question. Okay.

Alain Gabriel
Analyst, Morgan Stanley

Yes. Sorry, Mr. Mittal, it is Alain from Morgan Stanley who has joined. Thank you.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

Can we ask you your question, Alain? Yes. Good afternoon. Just a couple of questions. The synergy number of EUR 310 million, does that include the EUR 50 million synergies for ArcelorMittal Europe, or is it on top of it? I will ask a second question after that one.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Yes, this includes the synergy number of ArcelorMittal as well. If I exclude the synergy number of ArcelorMittal, you get about EUR 260 million, which accrue to Ilva. I would suggest that that would be equally achieved over the next three years, EUR 100 million, EUR 100 million, EUR 100 million. The way I think about how the business performs, Ilva in 2016 was minus EUR 220 million.

Alain Gabriel
Analyst, Morgan Stanley

Yes.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Fixed costs are down by about EUR 150 million. You add EUR 260 million of synergy, and we are talking about three million tons more of volume. As I mentioned earlier, importing slab and selling finished product is worth about EUR 50 in terms of volume. Those would be the building blocks to get to a medium term EBITDA number for Ilva, and earlier on, I had addressed the question on the longer term.

Alain Gabriel
Analyst, Morgan Stanley

Okay. Thank you. My second question is, will your JV partners participate in any of the CapEx, the EUR 2.1 billion net, or is that all ArcelorMittal that will contribute that number?

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Yeah, that is ArcelorMittal that will be contributing. We should not lose sight of the fact that two things. Number one, and most important, that Ilva will be contributing to this, right?

Alain Gabriel
Analyst, Morgan Stanley

Yes

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Ilva to be accretive in terms of EBITDA. I mean, to be making EBITDA in year one, and EBITDA accrue to ArcelorMittal and in fact accretive by year three. You're looking at perhaps a short-term requirement to fund this environmental and industrial CapEx. Fundamentally, Ilva should be earning its way through funding these significant investment amounts.

Alain Gabriel
Analyst, Morgan Stanley

Okay. Thank you.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Since we're on this topic, I want to highlight that the CapEx number includes the maintenance CapEx that you associate with that we routinely talk about. If it wasn't for the additional investments we're making on the environmental side or some catch up and the blast furnace five, normally Ilva would be requiring, not earning, maintenance CapEx of between EUR 120 million-EUR 140 million. That's part of our global CapEx number. Ilva will automatically be in a position to earn more EBITDA than that based on our estimates by 2019. As a business, excluding the additional investment commitments, the business is actually cash flow generating in year two.

Alain Gabriel
Analyst, Morgan Stanley

Okay. Thank you.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Based on 2016 spreads.

Alain Gabriel
Analyst, Morgan Stanley

Yeah. Understood.

Daniel Fairclough
Head of Investor Relations, ArcelorMittal

Great. Thanks, Alain. We'll move to the next question from Christian at SocGen.

Christian Georges
Analyst, Societe Generale

Yes. Thank you very much. Just a question on the 2018 accounts. The image on the presentation, page 10, shows negative EBITDA or an implied negative EBITDA in 2016. I assume 2018 is positive based on it being accretive. My question is, should we expect that around this positive EBITDA you will be reporting in 2018, we should be anticipating some exceptional item for restructuring? B, over the next few years, do you have any special tax advantage in Italy, or would you be paying normal tax base once you start returning profits? Thank you.

Aditya Mittal
CEO of Europe and CFO, ArcelorMittal

Great. Thank you for the question. We will not be anticipating any restructuring costs. We take over a new co where certain assets, certain liabilities, and certain individuals are transferred to us. Previous liabilities and individuals are kept in the old co. We are entering into a new co and without any restructuring liabilities. In terms of tax, there are certain opportunities, primarily because Taranto is in southern Italy, in that context, there are a lot of grants as you make investments, especially environmental investments, as well as investments to improve technology, we'll be working to try and avail of those benefits.

Christian Georges
Analyst, Societe Generale

Thank you.

Geert Van Poelvoorde
EVP, CEO ArcelorMittal Europe, ArcelorMittal

Thank you everyone for participating this call. I'd like to just conclude by saying that we are very excited about this opportunity, and we think it's a great opportunity for ArcelorMittal. It's a very important deal. We do not get this kind of opportunity always. This was a rare opportunity, and it makes a lot of sense for the value creation for the shareholders of ArcelorMittal. We will continue to update you on the process and the progress as we move forward. I'd like to remind you that Aditya is hosting an analyst and the shareholders on 4th of July in Ghent. I am doing sales pitch on behalf of Daniel, but I just want to remind you that you please register yourself with Daniel. He told me that two or three seats are still available, so please hurry up.

We will be talking to you in end of July for our first half results. Thank you very much. Have a good day.