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Tata Steel
and Corus announce revised acquistion terms at 500 pence per share
December 10, 2006 The
boards of Tata Steel and Corus are pleased to announce that they have agreed the
terms of an increased recommended Acquisition (the "Revised Acquisition")
at a price of 500 pence in cash per Corus Share. Details of the terms of the
original Acquisition, also recommended by the Board of Corus, were set out in
the Scheme Document posted to Corus Shareholders on 10 November 2006.
Commenting
on today's announcement, Ratan Tata, Chairman of Tata Steel, said: "We remain
convinced of the compelling strategic rationale of this partnership and the revised
terms deliver substantial additional value to Corus shareholders."
Jim
Leng, Chairman of Corus, said "The Revised Acquisition terms from Tata Steel
are a substantial increase from the previous offer. Accordingly, the Corus Board
are pleased to recommend this to Corus Shareholders". Defined terms in
this announcement have the same meaning as in the Scheme Document.
1.
Terms of the Revised Acquisition Under the terms of the Revised Acquisition,
Corus Shareholders will be entitled to receive 500 pence in cash for each Corus
Share (the "Revised Price"). This represents a price of 1000 pence in
cash for each Corus ADS.
The terms of the Revised Acquisition value the
entire existing issued and to be issued share capital of Corus at approximately
£4.7 billion and the Revised Price represents: (i)
an increase of approximately 10 per cent. compared to 455 pence, being the Price
under the original terms of the Acquisition;
(ii) on an enterprise value
basis, a multiple of approximately 7.5 times EBITDA from continuing operations
for the twelve months to 30 September 2006 (excluding the non-recurring pension
credit of £96 million) and a multiple of approximately 5.9 times EBITDA
from continuing operations for the year ended 31 December 2005;
(iii) a
premium of approximately 38.7 per cent. to the average closing mid-market price
of 360.5 pence per Corus Share for the twelve months ended 4 October 2006, being
the last Business Day prior to the announcement by Tata Steel that it was evaluating
various opportunities including Corus; and
(iv) a premium of approximately
22.7 per cent. to the closing mid-market price of 407.5 pence per Corus Share
on 4 October 2006, being the last Business Day prior to the announcement by Tata
Steel that it was evaluating various opportunities including Corus.
The
terms of the Revised Acquisition described in this announcement remain subject
to the Conditions and do not affect Tata Steel's intentions regarding the business
of Corus, its management, employees and locations, nor the proposals relating
to Corus's pension schemes, the Corus Share Schemes, Convertible Bonds or cancellation
of the Deferred Shares, each as described more fully in the Scheme Document.
Further
details of the Revised Acquisition will be contained in a circular which is expected
to be posted to Corus Shareholders shortly. On 4 December 2006 the EGM and Court
Meeting of Corus were adjourned to 20 December 2006. Corus intends to advise shareholders
as appropriate in due course, and in any event in advance of the meetings, on
the action that shareholders should take at those meetings.
2. Recommendation The
Corus Directors, who have been so advised by Credit Suisse (as lead financial
adviser), JPMorgan Cazenove and HSBC, consider the terms of the Revised Acquisition
to be fair and reasonable, so far as Corus Shareholders are concerned. Accordingly,
the Corus Directors unanimously recommend that Corus Shareholders vote in favour
of the Revised Acquisition as they have undertaken to do in respect of their own
beneficial holdings of Corus Shares, representing approximately 0.1 per cent.
of the existing share capital of Corus.
Although Credit Suisse is acting
as lead financial adviser to Corus, other members of the Credit Suisse Group are,
with the consent of Corus, providing acquisition finance and related services
to Tata Steel in relation to the Revised Acquisition and, as a consequence, Credit
Suisse is a connected party to Tata Steel. JPMorgan Cazenove, as part of the JPMorgan
group, has historical relationships with the Tata companies and, as a consequence,
is also a connected party to Tata Steel. HSBC is therefore providing independent
advice to the Board of Corus in connection with the Revised Acquisition for the
purposes of Rule 3 of the Code. In providing advice to the Corus Directors, Credit
Suisse, JPMorgan Cazenove and HSBC have taken into account the commercial assessments
of the Corus Directors.
3. Financing The financing arrangements
relating to Tata Steel UK, as described in Part Nine of the Scheme Document, remain
in place. The additional funding required under the proposed terms of the Revised
Acquisition will be funded by way of two letter of credit facility agreements
dated 5 December 2006 and 10 December 2006 respectively, between, among others,
TATASTEEL Asia Holdings Pte Ltd, Tata Steel, Standard Chartered Bank and Standard
Chartered First Bank of Korea.
ABN AMRO and Deutsche Bank, as joint financial
advisers to Tata Steel and Tata Steel UK, are satisfied that sufficient resources
are available to satisfy in full the consideration payable to Corus Shareholders
under the proposed terms of the Revised Acquisition. 4. Implementation
Agreement and Inducement Fee The Implementation Agreement as described
in the Scheme Document remains in effect. The amount of the Inducement Fee referred
to in the Implementation Agreement is 1 per cent. of the value of the Revised
Acquisition calculated by reference to the price per Corus Share and the fully
diluted share capital of Corus, together with an amount equal to any VAT which
is recoverable by Corus (if applicable).
5. Disclosure of interests
in Corus and irrevocable undertakings Tata Limited, a wholly owned subsidiary
of Tata Sons, holds 2,125 Corus Shares. Since Corus Shares held either by members
of the Tata Steel Group or by Tata Limited are excluded from the definition of
Scheme Shares, Tata Steel will not be entitled to vote these Shares at the Court
Meeting.
Tata Steel UK has received irrevocable undertakings to vote in
favour of the Revised Acquisition and the resolutions at the Court Meeting and
EGM from the directors of Corus in respect of 1,164,416 Corus Shares, representing
approximately 0.1 per cent. of the existing issued ordinary share capital of Corus.
These undertakings are in respect of their entire beneficial holdings of Corus
Shares. Further details relating to these undertakings, including the circumstances
in which they cease to have any effect, were included in the Scheme Document.
The
interests of the Deutsche Bank Group consist of, as at 7 December 2006, a long
position of 4,786,061 Corus Shares, a long position of 472,597 Dutch Bonds and
a long position of 76,336 Euro Bonds. For reasons of confidentiality, only limited
enquires have been made as to the interests of the Deutsche Bank Group and a further
announcement detailing such interests will be made if required.
Except
as disclosed in this paragraph 5, as at 7 December 2006, being the last practicable
date before this announcement, neither Tata Steel or Tata Steel UK, nor any of
the directors of Tata Steel or Tata Steel UK, nor so far as Tata Steel and Tata
Steel UK are aware, any person acting in concert with Tata Steel or Tata Steel
UK, (i) has any interest in or right to subscribe for any relevant Corus securities,
nor (ii) has any short positions in respect of relevant Corus securities (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery obligation
or right to require another person to take delivery, nor (iii) has borrowed or
lent any relevant Corus securities (save for any borrowed shares which have been
on-lent or sold).
6. General Save as set out above, in all other
respects, including the availability and terms of the Loan Note Alternative, the
Revised Acquisition will be subject to the Conditions and on the same terms set
out in the Scheme Document.
This announcement
is not intended to and does not constitute, or form part of, any offer or invitation
to purchase any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Revised Acquisition or otherwise. The Revised Acquisition
will be made solely through the Revised Scheme Document, which will contain the
full terms and conditions of the Revised Acquisition, including details of how
to vote in respect of the Revised Acquisition. Any response to the Revised Acquisition
should be made only on the basis of the information contained in the Revised Scheme
Document.
ABN AMRO Corporate Finance Limited, which is authorised and regulated
by the Financial Services Authority, is acting for Tata Steel and Tata Steel UK
in connection with the Revised Acquisition and is not acting for any other person
in relation to the Revised Acquisition and will not be responsible to anyone other
than Tata Steel and Tata Steel UK for providing the protections afforded to clients
of ABN AMRO Corporate Finance Limited, nor for providing advice in relation to
the Revised Acquisition or any matters referred to herein.
Deutsche Bank
AG is authorised under German Banking Law (competent authority: BaFin - Federal
Financial Supervising Authority) and with respect to UK commodity derivatives
business by the Financial Services Authority; regulated by the Financial Services
Authority for the conduct of UK business. Deutsche Bank AG is acting for Tata
Steel and Tata Steel UK and no one else in connection with the Revised Acquisition
and will not be responsible to anyone other than Tata Steel and Tata Steel UK
for providing the protections afforded to clients of Deutsche Bank AG nor for
providing advice in connection with the Revised Acquisition or any matters referred
to therein.
N M Rothschild & Sons Limited ("Rothschild"),
which is authorised and regulated in the UK by the Financial Services Authority,
is acting for Tata Steel and Tata Steel UK in connection with the Revised Acquisition
and is not acting for any other person in relation to the Revised Acquisition
and will not be responsible to anyone other than Tata Steel and Tata Steel UK
for providing the protections afforded to clients of Rothschild, nor for providing
advice in relation to the Revised Acquisition or any matters referred to herein.
Credit Suisse, which is authorised and regulated by the Financial Services
Authority, is acting for Corus in connection with the Proposals and is not advising
any other person in relation to the Proposals and will not be responsible to anyone
other than Corus for providing the protections afforded to clients of Credit Suisse,
nor for providing advice in relation to the Proposals or any matters referred
to herein.
JPMorgan Cazenove, which is authorised and regulated by the
Financial Services Authority, is acting for Corus in connection with the Proposals
and is not acting for any other person in relation to the Proposals and will not
be responsible to anyone other than Corus for providing the protections afforded
to clients of JPMorgan Cazenove, nor for providing advice in relation to the Proposals
or any matters referred to herein.
HSBC, which is authorised and regulated
by the Financial Services Authority, is acting for Corus in connection with the
Proposals and is not acting for any other person in relation to the Proposals
and will not be responsible to anyone other than Corus for providing the protections
afforded to clients of HSBC, nor for providing advice in relation to the Proposals
or any matters referred to herein.
The availability of the proposals discussed
herein to persons who are not resident in the United Kingdom may be affected by
the laws of the relevant jurisdictions. Persons who are not so resident should
inform themselves about and observe any applicable requirements. Further details
in relation to overseas shareholders will be contained in the Revised Scheme Document.
The
distribution of this announcement in jurisdictions other than England and Wales
may be restricted by law and therefore persons in such jurisdictions into whose
possession this announcement comes should inform themselves about and observe
such restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. This announcement
has been prepared for the purposes of complying with English law and the Takeover
Code, and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside of England and Wales.
Corus is currently subject to the informational requirements
of the Exchange Act and, in accordance therewith, files
reports and other information with the US Securities
and Exchange Commission (the 'SEC'). Reports and other
information filed by Corus with the SEC may be inspected
and copies taken at the public reference facilities
maintained by the SEC at Room 1580, 100 F Street, N.E.,
Washington, DC 20549, United States. Copies of such
material may also be obtained by mail from the Branch
of Public Reference of the SEC at 100 F Street, N.E.,
Washington, DC 20549, United States at prescribed rates
and, with respect to certain reports and information,
free of charge on the SEC's website at www.sec.gov.
In addition, such material may be obtained from the
website of the New York Stock Exchange at www.nyse.com.
The
Loan Notes that may be issued pursuant to the Revised Acquisition have not been
and will not be registered under the Securities Act of 1933, as amended (the "Securities
Act") or under the relevant securities laws of any state or territory or
other jurisdiction of the United States. Accordingly, Loan Notes may not be offered
or sold in the United States, except in a transaction not subject to, or in reliance
on an exemption from, the registration requirements of the Securities Act and
such state securities laws.
Any Loan Notes which may be issued pursuant
to the Revised Acquisition have not been and will not be registered under the
relevant securities laws of the Netherlands or Japan and any relevant clearances
and registrations have not been, and will not be, obtained from the securities
commission of any province of Canada. No prospectus in relation to the Loan Notes
has been, or will be, lodged with, or registered with, the Australian Securities
and Investments Commission, the Dutch Listing Authority or the Japanese Ministry
of Finance. Accordingly, unless otherwise determined by Tata Steel UK and permitted
by applicable law and regulation, the Loan Notes may not be, offered, sold, resold,
transferred, delivered or distributed, directly or indirectly in or into the Netherlands,
Canada, Australia or Japan or any other jurisdiction where to do so would violate
the laws of that jurisdiction or would require registration thereof in such jurisdiction.
The
Dutch Listing Authority has not reviewed, approved or disapproved this announcement,
the Revised Acquisition or the Loan Notes nor has it expressed a view on the accuracy
or adequacy of this announcement.
The Revised Acquisition relates to the
shares of a UK company and are proposed to be made by means of a scheme of arrangement
under English company law. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules under the Exchange Act. Accordingly,
the Revised Acquisition is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of US tender offer rules. Financial information included in the
relevant documentation will have been prepared in accordance with accounting standards
applicable in the UK and India that may not be comparable to the financial statements
of US companies.
This announcement includes 'forward-looking statements'
under United States securities laws, including statements about the expected timing
of the Revised Acquisition, the expected effects on Corus of the Revised Acquisition,
anticipated earnings enhancements, estimated cost savings and other synergies,
potential strategic options, plans for and benefits of integration, estimated
future growth, market position and steelmaking capacity and all other statements
in this announcement other than statements of historical fact. Forward-looking
statements include, without limitation, statements that typically contain words
such as 'will', 'may', 'should', 'continue', 'aims', 'believes', 'expects', 'estimates',
'intends', 'anticipates', 'projects', 'plans' or similar expressions. By their
nature, forward-looking statements involve known or unknown risks and uncertainties
because they relate to events and depend on circumstances that all occur in the
future. Actual results may differ materially from those expressed in the forward-looking
statements depending on a number of factors, including, but not limited to, the
satisfaction of the conditions to the Revised Acquisition, future market conditions,
the behaviour of other market participants, an adverse change in the economic
climate, a fluctuation in the level of clients' commercial activity, appropriate
consultation with employee representative bodies, a loss of key personnel and
the extent to which the Corus and Tata Steel businesses are successfully integrated.
Many of these risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants. The forward looking statements contained
in this announcement are made as of the date hereof and Corus, Tata Steel and
Tata Steel UK assume no obligation and do not intend publicly to update or revise
these forward-looking statements, whether as a result of future events, new information
or otherwise except as required pursuant to applicable law.
Dealing
Disclosure Requirements: Under the provisions of Rule 8.3 of the Takeover
Code, if any person is, or becomes, "interested" (directly or indirectly)
in one per cent. or more of any class of "relevant securities" of Corus,
all "dealings" in any "relevant securities" of that company
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later
than 3.30 p.m. (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on which
the Scheme becomes effective, lapses or is otherwise withdrawn or on which the
"offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Corus, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of
the Takeover Code, all "dealings" in "relevant securities"
of Corus by Tata Steel, Tata Steel UK or Corus, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies
in whose "relevant securities" "dealings"
should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website
at www.thetakeoverpanel.org.uk.
"Interests
in securities" arise, in summary, when a person has long economic exposure,
whether conditional or absolute, to changes in the price of securities. In particular,
a person will be treated as having an "interest" by virtue of the ownership
or control of securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the
Takeover Code, which can also be found on the Panel's website. If you are in any
doubt as to whether or not you are required to disclose a "dealing"
under Rule 8 you should consult the Panel. 
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