Dofasco Inc.’s Board of Directors is reviewing an unsolicited all-cash takeover bid from Arcelor SA for all outstanding Dofasco common shares.

Arcelor’s $56 per share offer will remain open for at least 60 days after the mailing of the takeover bid circular. Dofasco's Board of Directors is reviewing Arcelor’s offer in the context of the company's alternatives to maximize shareholder value. "The Board will give due consideration to the Arcelor bid. Pending the Board's recommendation, shareholders are urged not to tender to the offer", said Dofasco Chair, Brian MacNeill.

Dofasco shareholders had approved an amended and restated shareholder protection rights plan on May 7, 2004. The plan, a successor to similar plans which have been in place since 1989, was adopted by shareholders as a mechanism to ensure that in the event of an unsolicited offer there would be adequate time to appropriately evaluate the offer and to explore alternatives to maximize value.

To assist in its analysis, Dofasco's Board of Directors has established a Special Committee of independent directors comprised of Brian MacNeill, Roger Doe, Frank Logan and Peter Maurice. Additionally, Dofasco's Board has retained RBC Capital Markets as financial advisors in the process, and Fasken Martineau DuMoulin LLP as its legal counsel.

Dofasco is a leading North American steel solutions provider. Product lines include hot rolled, cold rolled, galvanized, Extragal^(TM), Galvalume^(TM) and tinplate flat rolled steels, as well as tubular products, laser-welded blanks and Zyplex^(TM), a proprietary laminate. Dofasco's wide range of steel products is sold to customers in the automotive, construction, energy, manufacturing, pipe and tube, appliance, packaging and steel distribution industries.