Business Standard

Recommended pre-conditional CSN cash buy of Corus

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Announcement Steel
Recommended pre-conditional cash acquisition at 515 pence for each Corus Share.
 
Values Corus' issued and to be issued share capital at approximately £4.9 billion.
 
Strategically compelling industrial logic for a combination of CSN and Corus, creating a top five global steel player. Summary.
 
The boards of CSN and Corus are pleased to announce their agreement on the terms of a recommended pre-conditional cash acquisition by CSN Acquisitions of the entire issued and to be issued share capital of Corus at a price of 515 pence for each Corus Share, valuing Corus at approximately £4.9 billion.
 
CSN believes there is compelling strategic and industrial logic for a combination with Corus as it would:
 
1.Create a top five global steel group with approximately 24 million tonnes of annual steel production and, by 2010, approximately 50 million tonnes of annual iron ore production
 
2.Enable Corus to secure supply of high quality, low cost iron ore from CSN's Casa de Pedra mine, one of the largest captive mines in the world, leading to incremental annual cash-flow in Corus of approximately US$450 million (on a pre-tax basis) by 2009
 
3.in time, provide Corus with access to increasing quantities of low cost semi-finished steel for further processing through its downstream facilities in Europe.
 
4.Allow Corus greater access to fast growing markets as well as providing opportunities for cross-selling the enlarged portfolio of products; create the potential to capture significant annual synergy benefits of approximately US$300 million (on a pre-tax basis) by 2009, through initiatives including global procurement savings, optimisation of product flows, integrated commercial policy and the sharing of best practices.
 
5.give CSN the ability to leverage Corus' exceptional research and development and engineering expertise across the combined group.
 
The price of 515 pence per Corus Share represents:
 
1.A premium of approximately 42.9 per cent. to the average closing mid-market price of 360.5 pence per Corus share for the twelve months to and including 4 October 2006, being the last business day before the announcement by Tata that it was evaluating various opportunities, including Corus.
 
2.A premium of approximately 26.4 per cent. to the closing mid-market price of 407.5 pence per Corus Share on 4 October 2006; and a premium of approximately 3.0 per cent. to the revised offer price made by Tata at 500 pence per Corus share.
 
CSN Acquisitions has held constructive and satisfactory discussions with the trustees of Corus' two main UK pension schemes and has agreed with committees of the relevant boards of pension trustees an arrangement, which will be recommended to the full boards of the pensions trustees, whereby CSN Acquisitions will:
 
Fund upfront the IAS 19 deficit on the Corus Engineering Steels Pension Scheme by paying £138 million into the scheme; and increase the contribution rate on the British Steel Pension Scheme from 10 per cent. to 12 per cent. until 31 March 2009.
 
The Acquisition is subject to the satisfaction or waiver of the Pre-Condition that either Corus Shareholders reject the Tata Scheme or the Tata Scheme is otherwise withdrawn by Corus or lapses. The Pre-Condition is set out in full in Part I of Appendix I.
 
Subject to the satisfaction or waiver of the Pre-Condition, the Acquisition will be made by CSN Acquisitions, an indirect wholly-owned subsidiary of CSN, and is proposed to be implemented by way of a scheme of arrangement under section 425 of the Companies Act. The Scheme will be put to Corus Shareholders at the Court Meeting and at the Extraordinary General Meeting, which will be convened in due course. The Scheme Document will be posted to Corus Shareholders within 28 days of satisfaction or waiver of the Pre-Condition. In addition, a further document (the "Information Document") setting out further details of the Acquisition and information relating to the CSN Group will be sent to Corus Shareholders as soon as possible.
 
The Loan Note Alternative will be made available to Corus Shareholders (other than certain overseas shareholders).
 
As at the date of this announcement, the CSN Group owns 34,072,613 Corus Shares, representing approximately 3.8 per cent. of Corus' existing issued share capital.
 
The Corus Directors, who have been so advised by Credit Suisse (as lead financial adviser), JPMorgan Cazenove and HSBC (as independent financial adviser to Corus for the purposes of Rule 3 of the Takeover Code), consider the terms of the Acquisition to be fair and reasonable, so far as Corus Shareholders are concerned. Accordingly, the Corus Directors intend unanimously to recommend that Corus Shareholders vote in favour of the Scheme at the Court Meeting and Extraordinary General Meeting to be convened in relation to the Acquisition. In providing their advice, Credit Suisse, JPMorgan Cazenove and HSBC have taken into account the commercial assessments of the Corus Directors. Commenting on this announcement, Benjamin Steinbruch, Chairman and Chief Executive Officer of CSN, said:
 
"The strategic impetus for this combination is growth - growth in Brazil, in Europe and for our combined workforces. Our goal is to unlock the value of our iron ore assets through Corus, transforming them into cost effective, high quality steel products using Corus' advanced engineering capabilities and its excellent European distribution platform. This is a winning combination for all stakeholders."
 
Commenting on the Acquisition, Jim Leng, Chairman of Corus, said: "As I informed shareholders in my letter of 27 November 2006, once the Corus Directors received an approach from CSN, we provided information and made our senior management available to enable CSN to meet its pre-conditions and complete its due diligence.
 
This offer is both higher than the initial proposal by CSN as well as the revised Tata offer of 500 pence per share. It is also consistent with our strategic objective of securing access to raw materials, low cost production and growth markets. The combination of the two businesses will create a strong platform from which to compete and grow in an increasingly global market."
 
Lazard is acting as lead financial adviser, Goldmans Sachs International as financial adviser and joint broker, and UBS as joint broker to CSN and CSN Acquisitions in relation to the Acquisition. Credit Suisse is acting as lead financial adviser, JPMorgan Cazenove as joint financial adviser and corporate broker and HSBC as independent financial adviser for the purposes of Rule 3 of the Takeover Code to Corus.
 
This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices.
 
Appendix I sets out the Pre-Condition to which the Acquisition is subject and sets out certain further terms and conditions of the Scheme. Appendix II sets out the bases and sources of certain of the information contained in this announcement. Appendix III contains the definitions of certain terms used in this announcement.

 

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First Published: Dec 11 2006 | 12:00 AM IST

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