NOTICE
TO THE MARKET
COMPANHIA
SIDERÚRGICA
NACIONAL
Publicly-held
Corporation
Rua
São José
n° 20,
Grupo 1602,
parte
Rio
de Janeiro/RJ
Corporate
Taxpayers’ ID (CNPJ)
#33.042.730/0001-04
Companhia
Siderúrgica Nacional
(“CSN”),
pursuant to
Rule No. 358, of January 3, 2002, Law No. 6,404, of December 15, 1976, and
other
provisions regulating the capital markets, hereby informs the Securities
and Exchange Commission – CVM,
the
São Paulo
Stock Exchange – BOVESPA
and the
general public of the following.
CSN
approaches Corus Group plc (“Corus” or the “Company”) with a
proposal of 475 pence per
share
CSN
announces that it has today approached the Board of Corus regarding a proposal
to acquire the Company at a price of 475 pence per ordinary share in cash.
Any
potential offer is subject to certain pre-conditions, all of which CSN
reserves the right to waive, including completion of confirmatory due diligence
satisfactory to CSN, finalisation of financing arrangements and a recommendation
from the Board of Corus.
CSN
believes there is compelling strategic and industrial logic for a combination
with Corus as it would:
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—
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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.
|
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—
|
In
time, provide Corus with access to increasing quantities of low cost
semi-finished steel for further processing across its facilities
in
Europe.
|
|
—
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Allow Corus
greater access to fast growing markets as well as providing opportunities
for cross-selling the enlarged portfolio of products.
|
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—
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Create
the potential to capture significant synergy benefits through
global
procurement savings and allow for the sharing of best
practices.
|
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—
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Give CSN
the ability to leverage Corus’ exceptional research and development
and engineering expertise across the combined
group.
|
The
combination of CSN and Corus would create a top five global steel group
with 24 million tons of annual steel production and, by 2010, approximately
50
million
tons of annual iron ore production.
CSN
intends to finance the acquisition of Corus through a combination
of existing financial resources and the proceeds of new debt facilities to
be
underwritten by a bank syndicate comprised of Barclays Bank PLC, Goldman
Sachs
Credit Partners L.P. and BNP Paribas and/or their designated
affiliates.
CSN
intends to match the terms of the agreement reached with the trustees of
Corus’
pension funds as described in Corus’ scheme
document.
Commenting
on the approach Benjamin Steinbruch, Chairman and CEO of CSN
said:
“A
combination of
CSN and Corus would create a global powerhouse with market leading
positions and exceptional distribution networks across both developed and
emerging markets. With its vertically integrated structure and industry leading
margins, the enlarged group would become a leader in the global steel industry,
fully self-sufficient in iron ore and ideally positioned to take advantage
of
ongoing consolidation.
We
have
great respect for the accomplishments of the Corus Board and management,
including their achievements in the Restoring Success programme. With their
support, we believe we can swiftly deliver the most attractive proposal
to Corus and its shareholders.”
Otavio
de
Garcia Lazcano, Chief Financial Officer of CSN, added:
“We
are pleased
with the strong backing we have received for our proposal from a group of
leading international banks to add to our own balance sheet strength and
cash
generation capabilities. A major proportion of the new funding would be
non-recourse to CSN.”
This
announcement does not constitute an announcement of a firm intention of CSN
and,
as such, there can be no certainty that any offer will be made even if the
pre-conditions are satisfied or waived.
As
a
result of recent market purchases, CSN indirectly owns 34,072,613
Corus ordinary shares (representing approximately 3.8 per cent. of the
issued ordinary share capital of Corus)
A
further
announcement will be made in due course.
Enquiries
in Brazil should be directed to:
|
David
Salama
|
+55
11 3049 7588
|
|
CSN’s
Investor
Relations Manager
|
|
|
david.salama@csn.com.br
|
|
|
José
Marcos
Treiger
|
+55
11 3049 7511
|
|
CSN’s
Investor
Relations Officer
|
|
|
treiger@csn.com.br
|
|
More
information on CSN is available on its website:
www.csn.com.br
Rio
de Janeiro, November 17, 2006
CSN
–
COMPANHIA
SIDERÚRGICA
NACIONAL
Benjamin
Steinbruch
Investor
Relations Executive Officer
UK
Dealing Disclosure Requirements
Under
the
provisions of Rule 8.3 of the Takeover Code (the “Code”),
if any person
is, or becomes, “interested” (directly or indirectly) in 1% or more of any class
of “relevant
securities” of Corus, all “dealings” in any “relevant securities” of that
company (including by means of an option in respect of, or a derivative
referenced to, any such “relevant securities”) must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the
date
of the relevant transaction. This requirement will continue until the date
on
which the offer becomes, or is declared, unconditional as to acceptances,
lapses
or is otherwise withdrawn or on which the “offer period” otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an “interest” in “relevant securities” of Corus,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under
the
provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities”
of Corus by CSN or any of its “associates”, must be disclosed by no
later than 12.00 noon (London time) on the London business day following
the
date of the relevant transaction.
A
disclosure table, giving details of the companies in whose “relevant securities”
“dealings” should be disclosed, and the number of such securities in issue, can
be found on the Takeover Panel’s website (www.thetakeoverpanel.org.uk)
([http://www.thetakeoverpanel.org.uk]).
“Interests
in securities” arise, in summary, when a person has long economic exposure,
whether conditional or absolute, to changes in the price of securities. In
particular, a person will be treated as having an “interest” by virtue of the
ownership or control of securities, or by virtue of any option in respect
of, or
derivative referenced to, “relevant
securities”.
Terms
in
quotation marks are defined in the Code, which can also be found on the Panel’s
website. If you are in any doubt as to whether or not you are required to
disclose a “dealing” under Rule 8, you should consult the Panel.
United
States Notice
This
message is for informational purposes only and is not an offer to buy or
the
solicitation of an offer to sell any Corus shares or American Depositary
Shares. There can be no assurance that any such offer or solicitation will
be
made. If any such offer or solicitation is made pursuant to an offer to purchase
and related materials, such offer to purchase and related materials would
be
filed by CSN with the United States Securities and Exchange Commission
(SEC). If any such offer or solicitation is made and such offer to purchase
and
related materials are filed with the SEC, Corus shareholders should read
those materials carefully because they would contain important information,
including the terms and conditions of any offer or solicitation. Corus
shareholders would be able to obtain any such offer to purchase and related
materials free at the SEC’s website at www.sec.gov or from
CSN.