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Arcelor Increases Offer for Dofasco Shares

Jan. 17, 2006 — Dofasco Inc.'s Board of Directors announced that it has received an unsolicited proposal from Arcelor SA to amend its offer to acquire all of Dofasco's outstanding common shares at an increased offer price of C$71 per common share. . The proposal also includes a provision to amend the conditions of Arcelor’s outstanding offer to be substantially the same as those of the ThyssenKrupp AG offer announced January 14, 2006.

"We believe that Arcelor is an excellent partner for Dofasco. As a partner of the Arcelor group, Dofasco will become a stronger, more competitive steel producer on the North American steel market."

Guy Dollé,
CEO, Arcelor

Arcelor's proposal is subject to Dofasco and Arcelor entering into a mutually acceptable support agreement, the terms of which have been negotiated and are based on the support agreement entered into by Dofasco and ThyssenKrupp.

Dofasco's Board of Directors has determined that the Arcelor proposal constitutes a Superior Proposal for the purposes of the ThyssenKrupp Support Agreement. Under terms of that agreement, ThyssenKrupp has a right to match any offer made by another bidder before Dofasco can enter into an agreement with a competing bidder. Accordingly, Dofasco has provided a copy of the draft support agreement to ThyssenKrupp and has triggered ThyssenKrupp's right to match. ThyssenKrupp has until January 23, 2006 to exercise that right. In the event ThyssenKrupp does not exercise its right to match, ThyssenKrupp will likely be entitled to a fee of $215 million from Dofasco.

Arcelor’s proposed C$71 amended offer represents a 61% premium over Dofasco's closing share price on November 22, 2005, the day prior to Arcelor’s initial announcement of its intention to make a C$56 per share unsolicited offer for Dofasco. The new offer also represents a 4.4% premium over the offer price of CAD$68.00 announced by ThyssenKrupp on January 14, 2006.


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.

Arcelor is a leading player of the global steel industry. The company holds leading positions in its main markets: automotive, construction, household appliances and packaging as well as general industry. The company — number one steel producer in Europe and Latin America — seeks to further expand internationally in order to capture the growth potential of developing economies and offer technologically advanced steel solutions to its global customers. Arcelor employs 94,000 associates in over 60 countries. The company places its commitment to sustainable development at the heart of its strategy and aspires to be a benchmark for economic performance, labor relations and corporate social responsibility.