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Tata
Steel to acquire Millennium Steel, Thailand
December 15,
2005
Tata
Steel Limited announced today that it has signed Definitive
Agreements with Cementhai Holding Company - a 100 per
cent subsidiary of the Siam Cement Company, Thailand
to acquire its shares and invest additional equity in
Millennium Steel Company subject to certain conditions.
Under the terms of the agreement,
Cementhai Holding Company, the largest shareholder of
Millennium Steel with a 40 per cent equity stake (prior
to the new shares subscribed to by Tata Steel) have
committed to sell their shares into a voluntary tender
offer that Tata Steel will make for all of the equity
and preference shares of Millennium Steel subject to
certain conditions precedent. The conditions precedent
to the transaction include shareholder and creditor
approvals for the issuance of new shares equivalent
to 24.99 per cent stake in the expanded capital of Millennium
Steel; amendment of the Articles of Association of Millennium
Steel to enable 100 per cent foreign ownership in Millennium
Steel; and regulatory approvals including the Board
of Investment in Thailand.
The tender offer and the subscription
to new shares by Tata Steel will be at Baht 1.15 per
share.
Millennium Steel was formed through
a merger of three operating companies - The Siam Iron
and Steel (2001) company, The Siam Construction Steel
Company and NTS Steel Group - in 2002 and is now the
dominant steel producer in Thailand. The company is
listed on the stock exchange of Thailand and is owned
40 per cent by Cementhai Holding Company, with the remaining
being held widely among institutional and retail investors.
The three operating units of the company have a cumulative
capacity to produce 1.2 million tons of steel per annum
through the electric arc furnace route and a long products
rolling capacity of 1.7 million tons a year. For the
year 2004 Millennium Steel had revenues of US$ 406 million
and a profit after tax of US$ 29 million. For the 9
months ended 30 September 2005, the company's revenues
and net profit was US$ 353 million and US$ 11 million
respectively.
The investment is a significant
progression in Tata Steel's globalisation initiatives
and, together with the earlier acquisition of NatSteel's
steel business, will significantly enhance its market
position in South East Asia. The acquisition would have
a strong fit with Tata Steel's strategic expansion plans
and there are likely to be significant synergy benefits
in the future as a consequence of the transaction.
Standard Chartered Bank was the
exclusive financial advisor to Tata Steel on the transaction.
White and Case, Bangkok and AZB and Partners, Mumbai
were the legal advisers to the transaction while Deloitte
& Touche Bangkok were the accountants to the transaction.
Established in 1907 by its founder
J N Tata, Tata Steel is the flagship of Tata Group,
the most trusted corporate name in the country. It has
one of the most modern steel making facilities and is
also one of the lowest cost producers of steel in the
world. It currently produces 5 million tonnes of steel
per annum at its Jamshedpur plant and has recently invested
in NatSteel Asia, which has a capacity of about 2 million
tonnes per annum of finished steel. The steel company
is focused on the sophisticated automobile and the construction
sectors. A benchmark in corporate social responsibility
and corporate governance, it believes in improving the
quality of life of its employees and the communities
it serves.
Millennium Steel Company
is the largest steel company in Thailand with a capacity
of 1.7 mtpa producing long products for construction
and engineering steel for auto industries. It has three
operating facilities in Saraburi, Rayong and Chonburi
province.

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