Dofasco and ThyssenKrupp Announce Mailing of Bid Circular
12/06/2005 - ThyssenKrupp AG has mailed its bid circular to Dofasco shareholders regarding its offer to acquire all of Dofasco's outstanding common shares in a friendly, all-cash transaction.
ThyssenKrupp AG has mailed its bid circular to Dofasco shareholders regarding its offer to acquire all of Dofasco's outstanding common shares in a friendly, all-cash transaction.
The offer is valued at approximately C$4.8 billion (EUR 3.5 billion), or C$61.50 per common share. This price represents a 40% premium over Dofasco's closing share price on November 22, 2005 (the day before Arcelor announced its intention to make a hostile bid of C$56.00 per share). ThyssenKrupp's offer also represents a 9.8% premium over the Arcelor bid.
The package mailed to shareholders includes the Directors' Circular prepared by the Dofasco Board of Directors which unanimously recommends that shareholders accept the ThyssenKrupp offer. Shareholders may obtain a copy of the take-over bid circular, directors' circular and other materials (when available) from
- The SEDAR website
- Georgeson Shareholder Communications Canada Inc. at 1-866-439-0616
- MacKenzie Partners, Inc. at 1-800-322-2885.
The offer will be subject to customary closing conditions including acceptance by shareholders representing a minimum of two-thirds of the outstanding Dofasco shares on a fully diluted basis, and receipt of necessary regulatory approvals including Investment Canada and Competition Act. The Offer will be open for acceptance until 12:01 a.m. EST on January 10, 2006, unless the Offer is extended or withdrawn.
Established in 1912, Dofasco employs approximately 11,000 people and is Canada's largest flat rolled steel producer. Sales in 2004 amounted to C$4.2 billion. 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. The company has additional operations in Canada, the United States and Mexico. Dofasco also owns 98.7% of Quebec Cartier Mining (QCM). QCM owns and operates the Mont-Wright open mine pit and a pellet plant at Port-Cartier.
Focusing on the key areas of Steel, Capital Goods and Services, ThyssenKrupp’s capabilities are organized in six segments — Steel, Stainless, Automotive, Technologies, Elevator and Services. With sales of EUR 42.1 billion in 2004/2005 and nearly 184,000 employees, the Group occupies mainly top-three positions with its activities worldwide.
ThyssenKrupp Steel concentrates on flat-rolled steel with high value added, tailored to customers' requirements. With sales of around EUR 9.7 billion in fiscal year 2004/2005, approximately 31,500 employees and customers in more than 80 countries, TKS is a leading international steel producer. In carbon steel flat products it is number 2 in Europe. Products from ThyssenKrupp Steel are used in a wide range of everyday applications, such as car bodies, facades and domestic appliances.
ThyssenKrupp has a track record of successful operations in Canada. The Group has been operating in the country since 1914. Today, ThyssenKrupp owns a total of 16 group companies, as well as two minority interests and employs more than 4,200 people in the provinces of Alberta, British Columbia, New Brunswick, Newfoundland, Ontario and Quebec. Sales amounted to 1 billion euros in fiscal 2004/2005. Activities in Canada focus on the supply of body and chassis components to the North American auto industry, the production and service of elevators and escalators as well as the sale of carbon and stainless steel.