13 - Luxembourg

Summary

Introduction

It was in the midst of the controversial takeover battle of Mittal Steel/Arcelor that the Luxembourg Act of 19 May 2006 on takeover bids (hereinafter the ‘Takeover Act’) transposed the Takeover Directive into the Luxembourg legislation.

On 27 January 2006, Mittal Steel announced a hostile takeover bid for the Luxembourg company Arcelor, the world's leading steel-maker in terms of turnover, and the largest private employer in Luxembourg. On 7 February 2006, the Luxembourg government tabled bill No. 5540 transposing the Takeover Directive. Afterwards, Luxembourg was in the spotlight and under intense scrutiny from the international press, which closely monitored any move that could be interpreted as an attempt to protect Arcelor from a takeover by Mittal. The Luxembourg Chamber of Deputies finally adopted, on 19 May 2006, bill No. 5540, as published in the Luxembourg Official Journal, the Mémorial A (No. 86 of 22 May 2006).

The Takeover Act entered into force on 22 May 2006 and applies to all takeover bids for which an offer prospectus was published before its entry into force, without the steps validly accomplished prior to its entry into force having to be repeated. As a matter of consequence, the Luxembourg Secretary of Justice, Mr Luc Frieden, has asked ‘Mittal and Arcelor to abide by the planned law’.

A Circular Letter 2006/258 clarifying the provisions of the Takeover Act was published by the CSSF (Commission de surveillance du secteur financier) on 18 August 2006.