Arcelor Acquires Dofasco

On March 8, 2006, Arcelor SA of Luxembourg announced that it had acquired over 98 per cent of the outstanding common shares of Dofasco pursuant to its $5.6 billion takeover bid launched on December 31, 2005. Arcelor further announced that it would, as soon as permitted, acquire the remaining Dofasco common shares by means of a statutory compulsory acquisition procedure under the applicable provisions of the Canada Business Corporations Act at the same price as the offer. The successful acquisition by Arcelor is the culmination of months of bidding by Arcelor and ThyssenKrupp AG of Germany that began when Arcelor announced that it would be making an unsolicited bid at a price of $56 per share on November 23, 2005. Dofasco turned to ThyssenKrupp as its white knight and a bidding war ensued between Arcelor and ThyssenKrupp that saw both companies make several offers for Dofasco. The international bidding war ultimately came to an end on January 24, 2006, when ThyssenKrupp announced that it would not increase its highest price of $68 per share to match the $71 price offered by Arcelor. However, before Arcelor was able to complete the acquisition, Mittal Steel NV announced its intention to make an unsolicited offer to acquire all of the shares of Arcelor in exchange for Mittal shares and cash and Mittal further announced that, if it was successful in acquiring Arcelor, it intended to sell Dofasco to ThyssenKrupp at a price of $68 per share. It is not known at this time whether Mittal's offer will be successful. Arcelor and Dofasco, following the unanimous recommendation of Dofasco's board of directors, entered into an agreement providing for Dofasco's support of Arcelor's offer. Dofasco is expected to be Arcelor's platform for growth in North America.

Arcelor was advised by Ogilvy Renault LLP with a team that consisted of Marc Lacourcière, Terry Dobbin, Solomon Sananes, Anthony Milazzo and Elliot Shapiro (M&A), Denis Gascon, Richard Wagner, Ben Bedard and Jason McKenzie (competition) and Jules Charette and Barry Segal (tax).

Dofasco was represented by Joan Weppler, vice-president corporate administration and general counsel, and Grant Currier, senior counsel, with the assistance of Fasken Martineau DuMoulin LLP with a team led by Jon Levin and Wally Palmer that consisted of Sean Stevens, Daniel Batista and Dan Fabiano (M&A), Roxanne McCormick (banking), Kathleen Hanly (tax) and Anthony Baldanza and Huy Do (competition and Investment Canada). Robert Finke and Scott Perlman of Mayer, Brown, Rowe & Maw LLP acted as US counsel for Dofasco with respect to antitrust law matters.

Osler, Hoskin & Harcourt LLP acted for ThyssenKrupp with a team led by Mark Trachuk that consisted of Michael Innes, David Hanick, Adam Taylor and Julie Cordeiro (M&A), Steve Suarez, Firoz Ahmed and Kimberley Wharram (tax) and Peter Glossop and Shuli Rodal (competition).

Mittal was represented by Stikeman Elliott LLP with a team that included John Leopold, Marc Barbeau, Fred Harvey, Robert Hogan, Susan Hutton, Debbie Salzberger and Patrizia Martino.