Ad Hoc Releases, 2005-11-28, 03:26 PM
Friendly takeover bid by ThyssenKrupp to the shareholders of Dofasco
The Executive Board of ThyssenKrupp AG today resolved to submit a friendly takeover bid for a 100% interest in the Canadian steel producer Dofasco Inc. at a cash price of C$ 61.50 per share. The Supervisory Board by its Executive Committee (Präsidium) provided its approval today. The Board of Directors of Dofasco unanimously recommends that its shareholders accept the offer.
Prior to this, ThyssenKrupp and Dofasco reached agreement on the submission and the conditions of the takeover bid in the framework of a Support Agreement.
The offer values Dofasco's equity at a total of 3.5 billion euros (C$4.8 billion). The offer price represents a 40 % premium over Dofasco's closing share price on the Toronto stock exchange on November 22, 2005, the day prior to the announcement of the hostile takeover bid by Arcelor for a price of 56,00 C$ per share. It further represents a 9.8 % premium over the Arcelor bid.
For ThyssenKrupp, the acquisition is an important step in the implementation of the Group's forward strategy in the area of flat-rolled carbon steel aimed at achieving international growth and sustainable value enhancement. The combination of Dofasco's production and distribution operations with ThyssenKrupp's existing processing activities will strengthen ThyssenKrupp's presence in the NAFTA steel market.
ThyssenKrupp AG can finance the transaction in full from available cash funds and existing credit lines.
The Support Agreement sets out customary market conditions for the takeover bid, relating among other things to the acceptance by shareholders, who hold a total of two thirds of the
shares in Dofasco on a fully diluted basis, and the required regulatory approvals including merger control approvals. ThyssenKrupp and Dofasco anticipate that the transaction can be completed before the end of first quarter 2006.
Please address questions to Dr. Jürgen Claassen (Communications and Strategy, Phone +49 211 824-36001) and Gundolf Moritz (Investor Relations, Phone +49 211 824-36464).