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Tata
Steel acquires Corus
January 31, 2007
NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
REVISED ACQUISITION
of Corus by Tata Steel
Following the conclusion of the
auction process conducted by the Panel in accordance
with Rule 32.5 of the Code (the "Auction"),
the board of Tata Steel is pleased to announce the terms
of a proposed increased Acquisition (the "Revised
Acquisition") at a price of 608 pence in cash per
Corus Share, being 5 pence per share higher than the
offer by Companhia Siderurgica Nacional ("CSN")
of 603 pence in cash per Corus Share.
Details of the terms of the original
Acquisition, which was recommended by the Board of Corus,
were set out in the scheme document posted to Corus
Shareholders on 10 November 2006 (the "Scheme Document").
In accordance with the Auction
rules published by the Panel on 26 January 2007, following
this announcement, Tata Steel will be seeking a recommendation
for the Revised Acquisition from the Board of Corus.
It is anticipated that, subject
to a number of factors, including the timetable requirements
of the Court, satisfaction of the Conditions and receiving
a recommendation for the Revised Acquisition from the
Board of Corus, the Effective Date and the despatch
of consideration pursuant to the Scheme to Corus Shareholders
will occur around the middle of March 2007.
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 608 pence in cash for each Corus Share (the
"Revised Price"). This represents a price
of 1216 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 £6.2 billion
and the Revised Price represents:
(i) an increase of approximately
33.6 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 7.0 times EBITDA from continuing
operations for the year ended 31 December 2005 and a
multiple of approximately 9.0 times EBITDA from continuing
operations for the twelve months to 30 September 2006
(excluding the non-recurring pension credit of £96
million);
(iii) a premium of approximately
68.7 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;
(iv) a premium of approximately
49.2 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; and
(v) a premium of approximately
21.6 per cent. to the revised acquisition announced
by Tata Steel on 10 December 2006 at a price of 500
pence per Corus Share.
The terms of this Revised Acquisition
described in this announcement remain subject to the
Conditions and do not affect Tata Steels intentions
regarding the business of Corus, its management, employees
and locations, nor the proposals relating to Coruss
pension schemes, the Corus Share Schemes 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 by Corus to Corus Shareholders
in due course and in any event in advance of the EGM
and Court Meeting (the "Revised Scheme Document").
On 4 December 2006 the original EGM and Court Meeting
of Corus were adjourned to 20 December 2006, and on
20 December 2006 at the reconvened EGM and Court Meeting
it was resolved to adjourn the meetings until further
notice. The Revised Scheme Document will contain advice
to Corus Shareholders on the action that shareholders
should take at those meetings.
2. Financing
Save as described in the paragraph,
the financing arrangements relating to Tata Steel UK,
as described in Part Nine of the Scheme Document, remain
in place. The financing arrangements put in place by
Tata Steel prior to announcement of its revised offer
for Corus on 10 December 2006 also remain in place.
The additional finance required under the proposed terms
of the Revised Acquisition will be funded by way of
a combination of additional credit facilities and a
cash contribution by Tata Steel to Tata Steel UK.
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.
3. 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 recommended offer announced by Tata Steel and
Corus at 10 December 2006 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).
4. Disclosure of interests
in Corus
Tata Limited, a majority-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.
The interests of the Deutsche
Bank Group consist of, as at 26 January 2007, a long
position of 4,059,945 Corus Shares and a long position
of 472,597 Dutch Bonds.
Following the recommendation by the Corus Directors
of the CSN offer, the irrevocable undertakings the Corus
Directors gave to vote in favour of the Acquisition,
as described in the Scheme Document, have lapsed.
Except as disclosed in this paragraph
4, as at 26 January 2007, 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).
5. Dutch Bonds
Appropriate consent from holders
of the Dutch Bonds for the proposal to redeem the Dutch
Bonds early (two business days after the Effective Date)
has been obtained, but such consent will expire on 28
February 2007. As the Effective Date is now unlikely
to occur before that date, a new proposal will be made
to holders of Dutch Bonds in due course on substantially
similar terms to the original proposal.
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.
Appendix I sets out the bases
and sources of certain information contained in this
announcement.
Enquiries:
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Tata
Steel Limited
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Koushik
Chatterjee, Vice President Finance
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Tel:
+91 (0) 22 6665 8112
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Sanjay
Choudhry, Head of Corporate Communications
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Tel:
+91 (0) 65 7243 1142
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ABN
AMRO (financial adviser to Tata Steel and broker
to the Acquisition)
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Jitesh
Gadhia
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Tel:
+44 (0) 20 7678 7678
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Richard
Walker
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Tel:
+44 (0) 20 7678 1451
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Paul
Nicholls (corporate broking)
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Tel:
+44 (0) 20 7678 8000
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Deutsche
Bank (financial adviser to Tata Steel and broker
to the Acquisition)
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Brett
Olsher
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Tel:
+44 (0) 20 7545 8000
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Anthony
Parsons
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Tel:
+44 (0) 20 7545 8000
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Omar
Faruqui
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Tel:
+44 (0) 20 7545 8000
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Charlie
Foreman (corporate broking)
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Tel:
+44 (0) 20 7545 8000
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Rothschild
(financial advisor to Tata Steel)
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Richard
Murley
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Tel:
+44 (0) 20 7280 5440
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Meyrick
Cox
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Tel:
+44 (0) 20 7280 5072
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Financial
Dynamics (PR adviser to Tata Steel – UK)
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Tel:
+44 (0) 20 7269 7121
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Andrew
Lorenz
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Richard
Mountain
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Christopher
Clark
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Vaishnavi
Corporate Communications (PR adviser to Tata Steel
– India)
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Manoj
Warrier
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Tel:
+91 (0) 22 6656 8787
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Natasha
Pal
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Tel:
+91 (0) 22 6656 8787
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Vishal
Mehta
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Tel:
+91 (0) 22 6656 8787
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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.
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.
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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