ArcelorMittal gained an important victory over hedgefunds SRM and Trafalgar today. SRM and Trafalgar alleged that funds under their management incurred damage because Mittal Steel applied a different exchange ratio in its legal merger with Arcelor than it had previously applied in its bid for Arcelor's shares. SRM and Trafalgar accused Mittal Steel of market abuse and blamed the AFM for not interfering.
The Rotterdam Court of First Instance decided in favour of SRM and Trafalgar in 2008. The court held that the AFM had not properly investigated the situation. The court noted significant discrepancies in language in respect of the exchange ratio between the offer document and press releases issued by Mittal Steel.
The College van Beroep voor het bedrijfsleven or CBb, the court of last resort in such matters, has now decided in favour of the AFM and ArcelorMittal. The CBb decided that a fund manager - in addition to the fund - has a direct, personal interest to demand that market rules are observed. However, SRM failed to demonstrate that it was a fund manager and its claim was therefore dismissed. In answer to Trafalgar's claims, the CBb held that the significant discrepancies the Rotterdam Court had found did not exist when Mittal Steel's statements were read properly. Consequently, on the basis of its investigation the AFM was allowed to arrive at the decision not to interfere. The decision from the Rotterdam Court was quashed.
The CBb's decision can be found here (Dutch only).
The NautaDutilh team representing ArcelorMittal consisted of Marc Anker, Gerard Carrière, Harmen de Mol van Otterloo, Saskia Nuijten, Paul Olden, Gosse Oosterhoff en Petra Zijp.