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On November 19, 1997, IBH (wholly owned subsidiary of Fior at
that date) undertook a public exchange offering to exchange one
ordinary share of IBH for each three outstanding Global Depositary
Shares (GDS) of Venezolana de Prerreducidos Caroní "Venprecar",
C.A. (subsidiary 71.9% owned by Sivensa at this date). Upon completion
of the exchange, Venprecar became a subsidiary 98.4% owned by
IBH. As result of the exchange, Sivensa owns 49.7% of the capital
stock of IBH and Fior (a 60% owned subsidiary of Sivensa) owns
32.9% of the capital stock of IBH. As part of this transaction
IBH exchanged 13,349,847 of its common shares (see Note 10).
In November 1997 Sivensa, which beneficially owned 71.9% of the
aggregate outstanding Venprecar Ordinary Shares and Class "B"
Shares of Venprecar through its wholly-owned subsidiary, Siderúrgica
del Caroní "Sidecar", S.A., has contributed its Venprecar shares
to IBH in exchange for: (i) the number of new IBH shares that
it would have received had it tendered such securities pursuant
to the Exchange Offer, plus (ii) an amount of additional new IBH
shares as compensation for certain costs and expenses incurred
by Sivensa in connection with the Exchange Offer and the establishment
of the Joint Venture with BHP to construct the Orinoco Iron plant.
Such share contributions were accomplished by Sivensa's contribution
of all of the outstanding shares of SVS International Steel Holdings,
a Cayman Islands company ("SVS International"), to IBH. Sidecar
is a wholly-owned subsidiary of SVS International. Through its
ownership of SVS International and its direct ownership of Venprecar
Ordinary Shares formerly owned by GDS holders, IBH is the majority
shareholder of Venprecar.
The transaction in which most of the minority shareholders of
Venprecar exchanged their Venprecar shares (26.5% of the total
shares) for new shares of IBH, was accounted for separetely and
treated under U.S. GAAP as a purchase transaction. The portion
of the excess of the purchase price over the book value of the
assets acquired which is allocable to the minority interest was
US$9.9 million, which includes US$2.7 million of related acquisition
costs. This amount was allocated to property, plant and equipment
(based on an independent appraisal) and will be amortized over
the estimated useful lives of the plant and equipment of Venprecar.
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