8-K

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 16, 2007

NOBLE INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware	001-13581	38-3139487
(State or other jurisdiction of incorporation)	Commission File Number)	(IRS Employer Identification No.)

28213 Van Dyke Avenue Warren, Michigan	48093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (586) 751-5600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On March 15, 2007, Noble International, Ltd. entered into a Share Purchase Agreement with Arcelor, S.A., pursuant to which Noble will combine substantially all of the tailored welded blank and related welding business conducted by Arcelor and its affiliates with Noble’s own business in exchange for a combination of Noble common stock, cash, notes and assumption of lease liabilities with an aggregate value of approximately $300 million. Arcelor, S.A. is a member of the Arcelor Mittal group. The Arcelor Mittal group is the world’s leading steel company, with 330,000 employees in more than 60 countries.

Pursuant to the Share Purchase Agreement, Arcelor will transfer to Noble substantially all of the tailored laser-welded blank business conducted by Arcelor in western and eastern Europe, India, China and the U.S., along with licensing the related trade secrets and intellectual property (or rights therein) (all such assets, collectively, the “Business”).

The material terms of the Share Purchase Agreement are as follows:

Structure and Purchase Price. Prior to closing, Arcelor will complete a reorganization that will result in the Business in Europe, China and India being contributed to a Dutch limited liability company, which has been formed for purposes of the Share Purchase Agreement. As part of the reorganization, Arcelor will not transfer liabilities of the Business other than trade payables and certain employment liabilities related to employees of the Business. Arcelor’s indemnification obligations in the Share Purchase Agreement will include indemnifying us for liabilities associated with the operation of the Business before closing that do not fall into either these two categories, subject to a $33 million cap for all indemnification obligations.

At closing Arcelor:

• will transfer to a newly formed Noble subsidiary in Europe all the outstanding equity interests in the Dutch limited liability company (which will own, directly or through subsidiaries, the European, Chinese and Indian operations of the Business), and

• will transfer to a Noble subsidiary in the U.S. all the outstanding equity interests in Arcelor’s U.S. subsidiary that operates its U.S. portion of the Business.

In exchange, at closing, Arcelor will receive:

• 9,375,000 newly-issued shares of Noble common stock, valued at $18 per share, which will constitute approximately 40% of our common stock outstanding immediately after closing.

• Approximately $116 million cash (less capitalized lease obligations and certain tax liabilities, and subject to adjustment based upon actual working capital at closing), and

• A $15 million 6% subordinated note maturing in 2012.

Assets that are not included. The Business we are acquiring does not include two laser-welded blanks production plants owned by Arcelor subsidiaries in Belgium and Germany, but we will have an option to acquire them in the future. In addition, we will not acquire the business of Powerlasers Limited, a subsidiary of Dofasco, Inc., a Canadian steel producer that Arcelor acquired in February 2006. Dofasco’s stock is held in trust by a Dutch trust for the benefit of Arcelor, and any sale of Dofasco or any of its assets, including Powerlasers, must be approved by the directors of the trust. However, we have agreed to buy Powerlasers if Arcelor is ever permitted to transfer Powerlasers to us, subject to certain conditions. The purchase price for Powerlasers will be $50 million, subject to potential downward adjustment based on Powerlasers’ financial performance.

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Conditions to Closing. The conditions to the parties’ obligation to close the Share Purchase Agreement include, among others:

• Arcelor’s completion of the reorganization of the Business;

• Noble’s receipt of not less than $125 million in debt financing;

• no material adverse changes between December 31, 2006 and closing;

• receipt of all necessary governmental, regulatory and other third-party approvals, including approvals required under all applicable competition laws and landlord consents;

• approval of the Share Purchase Agreement by Noble’s stockholders; and

• election of Arcelor’s and Mr. Skandalaris’, Noble’s chairman of the board of directors, representatives to Noble’s board of directors.

Termination of the Share Purchase Agreement. In the case of the termination or the failure of the transactions contemplated by the Share Purchase Agreement to close before October 1, 2007 because of a material breach by either Arcelor or Noble or in the case where Noble has accepted an alternative transaction proposal from a third party, the breaching party must pay to the non-breaching party the amount of the non-breaching party’s reasonable out-of-pocket expenses in connection with the Share Purchase Agreement, not to exceed $5 million in the aggregate.

Noble’s Board of Directors and Management after the Closing of the Share Purchase Agreement. Noble’s board of directors has voted to increase the size of the board from seven to nine members effective upon the closing and to restructure its membership. As a condition to closing, three of our then-current directors (other than Robert J. Skandalaris, our chairman, and Thomas L. Saeli, our chief executive officer) will resign from our board and the vacancies will be filled with four nominees of Arcelor and one nominee of Robert J. Skandalaris. One of Arcelor’s nominees will be elected as vice chairman. Arcelor and Mr. Skandalaris will enter into a standstill and voting agreement with us at closing that will, among other things, require Arcelor and Mr. Skandalaris to vote for each other’s nominees, so long as either one retains nomination rights. After closing, a majority of our board of directors will continue to consist of independent directors, as defined by NASDAQ.

Our management team will remain in place after the consummation of the transactions contemplated by the Share Purchase Agreement. The current management of the Business will be responsible for Noble’s new European operations and will report to Thomas L. Saeli, our chief executive officer.

Ancillary Agreements. At closing, Arcelor, Noble and in certain instances, Mr. Skandalaris, will enter into a number of additional agreements that will address corporate governance matters, rights of Arcelor and Mr. Skandalaris as shareholders, the transition of support services for the Business, and commercial matters between Arcelor and Noble. These agreements are:

• standstill and stockholder agreement;

• registration rights agreement;

• transition services agreement;

• steel supply and auto services agreement;

• contract manufacturing agreement; and

• intellectual property license agreement.

Voting and Support Agreement. Under a voting and support agreement, Mr. Skandalaris, our chairman of the board, has agreed to vote all of our stock beneficially owned by him in favor of the Share Purchase Agreement and to vote against any action that would breach the Share Purchase Agreement or otherwise adversely affect it. Furthermore,

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while the voting and support agreement is in effect, Mr. Skandalaris has agreed not to sell or otherwise dispose of his shares of our stock.

Additional Information.

The Share Purchase Agreement, together with the ancillary agreements referred to above, will be filed as an exhibit to our Form 10-K for the year ended December 31, 2006 and are incorporated herein by reference. The forgoing summary of the terms and conditions of the Share Purchase Agreement is qualified in its entirety by reference to such exhibit.

In connection with the Share Purchase Agreement, Noble will file a proxy statement with the Securities and Exchange Commission. Investors are urged to read the proxy statement (including all amendments and supplements to it) because it will contain important information. Investors may obtain free copies of the proxy statement when it becomes available, as well as other filings containing information about Noble, without charge at the SEC’s web site (www.sec.gov). These documents may also be obtained for free from Noble’s Investor Relations web site (www.nobleintl.com) or by directing a request to Noble at: Noble International, Ltd., Attn: Greg Salchow, 28213 Van Dyke Avenue, Warren, Michigan 48093.

We and our respective directors and executive officers and other members of management and employees are potential participants in the solicitation of proxies from our stockholders in respect of the proposed transaction.

Information regarding our directors and executive officers is available in our proxy statement for our 2006 annual meeting of stockholders, filed with the SEC on April 20, 2006. Additional information regarding the interests of such potential participants in the proposed transaction will be included in the proxy statement to be filed with the SEC in connection with the proposed transaction.

Item 7.01 Regulation FD Disclosure

The press release attached as Exhibit 99.1 describing the transaction with Arcelor and is incorporated herein by reference. Information contained in Exhibit 99.1 is being furnished and shall not be deemed “Filed” for purposes of the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

Item 9.01. Exhibits

(d) Exhibits:

10.1*	Share Purchase Agreement, dated March 15, 2007, by and between Noble International, Ltd. and Arcelor S.A., including the following exhibits:*
	(a)    Standstill and Stockholder Agreement;*
	(b)    Registration Rights Agreement;*
	(c)    Transition Services Agreement;*
	(d)    Steel Supply and Auto Services Agreement;*
	(e)    Contract Manufacturing Agreement; and*
	(f)     Intellectual Property License Agreement.*
99.1	Press Release issued by Noble International on March 16, 2007.

* To be filed as exhibits to our form 10-K for the year ended December 31, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOBLE INTERNATIONAL, LTD.,
	a Delaware corporation
	(registrant)
March 16, 2007	By:	/s/ Andrew J. Tavi
		Andrew J. Tavi
		Vice President and General Counsel

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EXHIBIT INDEX

No.	Description of Exhibit
10.1*	Share Purchase Agreement, dated March 15, 2007, by and between Noble International, Ltd. and Arcelor S.A., including the following exhibits:*
	(a)    Standstill and Stockholder Agreement;*
	(b)    Registration Rights Agreement;*
	(c)    Transition Services Agreement;*
	(d)    Steel Supply and Auto Services Agreement;*
	(e)    Contract Manufacturing Agreement; and*
	(f)     Intellectual Property License Agreement.*
99.1	Press Release issued by Noble International on March 16, 2007.

* To be filed as exhibits to our form 10-K for the year ended December 31, 2006.

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EX-99.1

Exhibit 99.1

NOBLE SIGNS SHARE PURCHASE AGREEMENT WITH ARCELOR MITTAL

FOR STRATEGIC BUSINESS COMBINATION

WARREN, MI – (MARCH 16, 2007) Noble International, Ltd., (NASDAQ: NOBL) (“Noble” or the “Company”) announced it has signed a share purchase agreement (“SPA”) with Arcelor Mittal (“Arcelor Mittal”) to combine its TBA Arcelor (“TBA”) laser-welding operations into Noble. Prior to signing the SPA, Noble obtained a financing commitment from BNP Paribas for the cash portion of the purchase price and working capital. Arcelor Mittal will receive 9.375 million shares of Noble’s common stock, at a price of $18 per share, with the balance in the form of cash, assumption of certain TBA obligations and a subordinated note. The total value of the transaction is approximately $300 million. TBA’s preliminary revenue and EBITDA for 2006 were approximately $540 million and $67 million, respectively. This includes approximately $130 million in revenue and $15 million in EBITDA related to two facilities not included in the transaction that will be subject to a contract manufacturing agreement with Noble.

At closing, Noble will operate a total of 22 manufacturing facilities, including facilities located in the US, Canada, Australia, Europe, China and India. Noble and Arcelor Mittal will enter into a shared services and steel supply agreement to support the Company’s European operations. In addition, Noble will have access to Arcelor Mittal’s research and development efforts and work together to develop new products and applications.

The SPA also provides for the acquisition of the Powerlasers business of Dofasco, Inc., a Canadian subsidiary of Arcelor Mittal, in a separate transaction if and when it is available for sale.

Noble and Arcelor Mittal contemplate closing the TBA transaction during the summer of 2007. Prior to closing, the parties must obtain shareholder and regulatory approval for the transaction. Additional details can be obtained in the Company’s 8-K filing with the Securities Exchange Commission.

MANAGEMENT COMMENTS ON THE TRANSACTION AND GROWTH INITIATIVES

Noble’s Chairman, Robert J. Skandalaris, commented on the agreement, “Signing the purchase agreement with Arcelor Mittal marks an important milestone for Noble on its journey to becoming a global supplier of advanced automotive structural solutions. Upon completion of the transaction, which we expect to occur during the summer, we will have made significant progress toward achieving our strategic goals. We will have the global reach, customer base, product diversification and technical capabilities needed to supply OEMs around the world. We look forward to working together with Arcelor Mittal to utilize our combined strengths to create a company that is the industry’s preferred provider of 21^st Century Auto Body Solutions®.”

Thomas L. Saeli, Noble’s Chief Executive Officer, stated, “The Noble team is excited to have reached this important stage in our development. Bringing us to this point has involved a great deal of work behind the scenes, including obtaining the financing for the transaction, conducting due diligence and negotiating the terms of the transaction.

“OEMs increasingly place greater value on global suppliers. Automakers are now producing vehicles worldwide that utilize similar platforms to reduce development costs. They are identifying partners with the global scale and technical capabilities to support their increased complex needs. With the completion of this transaction, we will not only have increased our size but also our capabilities and geographic reach. We will continue to drive our growth and seek opportunities with an enhanced customer base, new markets and new products. We look forward to the next stage in the Company’s development with confidence and enthusiasm.”

Mr. Saeli continued his remarks, addressing Noble’s internal growth prospects, “In 2007 we expect to launch 9 new laser welding programs and 28 new roll-formed automotive applications, in addition to those new launches anticipated at TBA. The second laser-welded, roll-formed tubular structure using our

patented P-Tech™ process is expected to enter production this summer, with the third following shortly thereafter. We also expect to shortly begin shipping two new laser-welded applications on two existing production platforms. Launches like these demonstrate the incremental value our in-house engineering, design expertise and research and development create for the Company and its shareholders.”

CONFERENCE CALL INFORMATION

The previously scheduled conference call for 10 AM EDT, March 16, 2007, will be utilized to present the details of the TBA transaction. As a result of the finalization of the treatment of our convertible debt exchange and the Pullman and TBA transactions, the filing of the 2006 10-K has been extended for approximately 15 days. The resolution of the embedded derivative treatment of Noble’s convertible debt will potentially result in a non-cash charge and may impact either 2006 or 2007. The Company will announce its 2006 earnings on or before March 31, 2007.

The dial-in numbers for the call are 800-418-7236 or 973-935-8757. A replay will be available until 5 PM March 23, 2007 by calling 877-519-4471 or 973-341-3080 and entering access code 8391527.

SAFE HARBOR STATEMENT

Noble International, Ltd. is a leading supplier of automotive parts, component assemblies and value-added services to the automotive industry. As an automotive supplier, Noble provides design, engineering, manufacturing, complete program management and other services to the automotive market. Noble delivers integrated component solutions, technological leadership and product innovation to original equipment manufacturers (OEMs) and Tier I automotive parts suppliers thereby helping its customers increase their productivity while controlling costs.

Certain statements made by Noble International, Ltd. in this presentation and other periodic oral and written statements, including filings with the Securities and Exchange Commission, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, as well as statements which address operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief in our expectations of future operating results, are forward-looking statements. The forward-looking statements are made on the basis of management’s assumptions and estimations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all of the risks, include our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company’s goods and services are sold; financial and business downturns of our customers or vendors; and other factors, uncertainties, challenges, and risks detailed in Noble’s public filings with the Securities and Exchange Commission. Noble does not intend or undertake any obligation to update any forward looking statements. For more information see www.nobleintl.com.

USE OF NON-GAAP FINANCIAL INFORMATION

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this news release, the Company has provided information regarding “EBITDA” (a non-GAAP financial measure). EBITDA represents earnings from continuing operations before income tax, plus interest expense, depreciation and amortization.

EBITDA is not presented as, and should not be considered an alternative measure of operating results or cash flows from operations (as determined in accordance with generally accepted accounting principles), but are presented because they are widely accepted financial indicators of a company’s ability to incur and service debt. While widely used, however, EBITDA is not identically calculated by companies presenting EBITDA and is, therefore, not necessarily an accurate means of comparison and may not be comparable to similarly titled measures disclosed by other companies.

Management believes that EBITDA is useful to both management and investors in their analysis of the Company’s ability to service and repay its debt. Further, management uses EBITDA for planning and forecasting in future periods.

PROXY STATEMENT FILING

In connection with the Share Purchase Agreement, Noble will file a proxy statement with the Securities and Exchange Commission. Investors are urged to read the proxy statement (including all amendments and supplements to it) because it will contain important information. Investors may obtain free copies of the proxy statement when it becomes available, as well as other filings containing information about Noble, without charge at the SEC’s web site (www.sec.gov). These documents may also be obtained for free from Noble’s Investor Relations web site (www.nobleintl.com) or by directing a request to Noble at: Noble International, Ltd., Attn: Greg Salchow, 2813 Van Dyke Avenue, Warren, Michigan 48093.

We and our respective directors and executive officers and other members of management and employees are potential participants in the solicitation of proxies from our stockholders in respect of the proposed transaction.

Information regarding our directors and executive officers is available in our proxy statement for our 2006 annual meeting of stockholders, filed with the SEC on April 20, 2006. Additional information regarding the interests of such potential participants in the proposed transaction will be included in the proxy statement to be filed with the SEC in connection with the proposed transaction.

For more information contact:

Greg L. Salchow

Noble International, Ltd.

(586) 751-5600