Dofasco Inc.’s Board of Directors has announced it has received an unsolicited proposal from Arcelor SA to amend Arcelor’s CAD 63 offer of 30 December 2005, to acquire all of Dofasco’s outstanding common shares at an increased offer price of CAD 71 per common share, and to amend the conditions of the outstanding Arcelor offer to be substantially the same as those of the ThyssenKrupp AG offer announced 14 January 2006. 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 in connection with ThyssenKrupp’s offer.
Dofasco’s Board of Directors has determined that the Arcelor proposal constitutes a Superior Proposal for the purposes of the ThyssenKrupp Support Agreement. Under the 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 23 January 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.
