tata steel acquiring corus plc
TRANSCRIPT
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Tata Steel Acquiring Corus plc:
A Case of an emerging MNE acquiring a traditional European MNE
The case of Tata Steel acquiring Corus throws up several interesting questions on
emerging multinationals and traditional multinationals in the steel industry and
particularly the complexities of the acquisition in the above context. What has been
surprising in the above case is that how could a small steel maker, Tata Steel from a
developing country like India buy up a large steel company, Corus PLC from the United
Kingdom. Prior to the acquisition, Corus was four times bigger than Tata Steel. However,
the operating profit for Tata Steel was $840 million (sale of 5.3 million tonnes), whereas
in case of Corus it was $860 million (sale of 18.6 million tones) in the year 2006. It is
also interesting to find out why a large global steel maker, Corus decided to sell itself off
to a small steel maker from a developing country.
Many questioned if the Tatas were wise in acquiring Corus that had accumulated huge
debt burden, made operational losses and whose share price had drastically come down.
The intriguing issue of this acquisition has been on how the final bidding price of the
Corus rise up to 70% over the stock price of Corus prior to the bidding. Most importantly,
how did Tata Steel organize the huge capital for the acquisition? It appears that several
external players participated in the acquisition process and so how were they all involved
in the bidding process. Further, the issues of post acquisition are also unique in this case
as the context and culture of the acquirer and the acquired companies are different.
Until the 1990s, not many Indian companies had contemplated spreading their wings
abroad. An Indian corporate or group company acquiring a business in Europe or the
U.K. seemed possible only in the realm of fantasy. In addition to these issues, Indian
companies in general have had huge liabilities of origin in term of poor quality, service
and reliability in the international markets. At the same time many the global steel
industry was getting restructured from a large number of smaller steel makers to a fewer
large steel conglomerates through the worldwide mergers and acquisition. The steel
companies in India were also wondering on how to go about in these circumstances. In
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the above context, how did the top management of Tata Steel and the Tata Group
perceive the acquisition of Corus? When Tata Steel began bidding higher price on Corus
plc, many wondered how the Tatas manage the huge financial deal and whether it will be
good for the financial health of Tata Steel.
Tata acquired Corus on the 2nd of April 2007 for a price of $12 billion making the Indian
company the world’s sixth largest steel producer. This acquisition process has started
long back in the year 2005. However, Corus itself was involved in a considerable number
of Merger & Acquisition (M&A) deals and joint ventures (JVs) beginning in the year
2000. In a period of seven years Corus was involved in 14 deals. In 2006, the Tata first
offered 455 pence per share of Corus but by the end of the bidding process in 2007, Tata
offered 608 pence per share, which is 33.6% higher than the first offer. For this deal, Tata
has financed only $4 billion, although the total price of this deal was $12billion. Given
below are the reactions of Ratan Tata and B. Muthuraman on what they felt about the
acquisition:
Ratan Tata's opening Speech
“Today marks the end of a journey that commenced quite sometime ago and I think when it started Tata Steel saw a strategic fit with Corus in the UK and Netherlands, which would give it a global reach in Europe; synergies with low cost intermediates in India and when we made our first bid to acquire the company, many thought it was an audacious move because an Indian company making a bid for a European steel company much larger in tonnage size which is something that had not happened before.”
Source: Transcript of Press Conference for CORUS Acquisition, 31st January 2007 Muthuraman's Speech
“We have always been telling you that over the last three years, Tata Steel has had a strategy for this future, in terms of creating Greenfield capacities in India and one or two places internationally also where our raw materials and energy sources are available. Acquisitions in countries where raw material is not available but there are markets either developed mature or growing markets. Infact, that is the fundamental reason why we went and acquired NatSteel and Millennium steel in the last couple of years. Getting more from steel in terms of branding and distribution and finding current solutions and construction solutions and so on. Looking at logistics and how to reduce logistics cost, so there is a set of strategic objectives that Tata Steel has evolved for its journey from
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where we are today to where we want to be in the next ten-fifteen years time. The initiatives that we took to look at Corus and to make Corus a part of Tata Steel is in line with these objectives.”
Source: Transcript of Press Conference for CORUS Acquisition, 31st January 2007 On whether the Tatas have over paid to acquire Corus, Mr. Muthuraman’s responded as follows:
“We had predetermined the value beyond which we do not pay and we stuck to it. Perceptions can vary about the value of the assets. What analysis is seen is the present; they are not picking the future perspective. If you recall, even in Tata’s embarked on the car project there were a lot of apprehensions about. Tata motors venturing into passenger car segment. The industry is run by long term views if organization also starts taking short term view we will all be hedge funds. There will be no assets creation in the economy; the stock market has been harsh. You have to take a total perspective of the future of the steel industry.”
Source: Business India; February 25, 2007
“In terms of some numbers, at the price at which Tata Steel is acquiring Corus which is 608 pence/share, the enterprise value per tonne is roughly little more than USD 700-710 a tonne or so and today if you want to create a new Greenfield capacity, going downstream as much as Corus has in terms of tinplate capacities, in terms of galvanizing for automobile applications, in terms of going downstream into construction solutions, in terms of going downstream into service sectors and facilities required for ready to use end products. Such capacity anywhere in the world would cost somewhere between USD 1200-1300 per tonne. So in terms of EV per tonne its about $ 710 which is less than the industry average for transactions which have taken place in the last 5 to 6 years. In terms of EBITDA multiple it is about 9 times on the last 12 months EBITDA for the period ended 30 September 2006, which I must admit is a little higher than the industry average of the last 5 to 6 years but there is a good reason for it and before any of you ask me I thought I must explain it upfront. It is very important that we have the right utilization of the assets to bring the best out of the assets to create value which is why you are going to have an EBITDA multiple which will be better than say 5 or 6 or 7 like that. So to that extent it represents roughly an average of the industry EBITDA multiples of the last few transactions of which some of them are higher and some of them are lower.”
Source: Transcript of Press Conference for CORUS Acquisition, 31st January 2007
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Tata Steel and the Indian Steel Industry:
Tata Steel was established by Indian Parsi Businessman Jamsetji Tata in 1907, exactly in
the year when British American Tobacco (BAT) has started its first factory in India. But
it started operating in the year 1912. Tata Steel holds a very vital place in Indian business
history, because it has introduced some of the unique concepts like 8-hour working days,
leave with pay and pension system for the first time in India and the first player to start
rapid industrialization process. In the later part, the concepts invented and implemented
by the Tatas became law and compulsory practice for the Indian employees. From Tata
Steel, Tata has started investing in various other businesses like; Oil mills, Airlines,
Publishing, Motors, Consultancy services etc in a short span of 30 years. In the year
1945, Tata entered into tea business by the name of Tata Tea, which was called as Tata
Finlay earlier. Tata also entered into exports as Tata Exports, which is the most
successful and the largest export house in India. During the entire business in India, Tata
has been into a variety of business and of late it has been investing heavily in its steel
business. It has performed well in the Indian market during its 100 years of operation In
India. Refer Exhibit–1, 2 & 3 for the detail about the company’s performance from
1997-2006.
Tata Steel is Asia’s first and India’s largest integrated private sector steel company with
2005/06 revenues of US$ 5 billion and crude steel production of 5.3 million tonnes across
India and South-East Asia. It is a vertically integrated manufacturer and is one of the
world’s most profitable and value creating steel companies. In 2005, Tata Steel acquired
100% equity interest in NatSteel Asia in Singapore and in 2006 acquired majority control
of Millennium Steel in Thailand, now Tata Steel Thailand.
The Indian Steel industry is regarded as the most important component for the
development of nation, because steel industry (heavy industry) is considered as a very
important and influential parameter for the development of any modern economy. The
finished steel production in India has grown from 1.1 million tones in 1951 to 31.63
million tones in 2001-02, which can be regarded as a remarkable example of India’s
development in economic activities. Along with the Steel Authority of India that had
multi-plant operations, Tata Steel played a vital role in the improvement of steel
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production in the country. The consumption level of steel from 1990 to 2002 has
increased continuously and good production capacities of domestic steel producer have
made this possible. However, the per capita income and consumption of steel in India is
much lesser than compared to other countries. Refer Exhibit–4 for the details about steel
consumption level.
India’s major market for steel and steel items include USA, Canada, Indonesia, Italy,
West Asia, Nepal, Taiwan, Thailand, Japan, Sri Lanka and Belgium. The major steel
items of export include HR coils, plates, CR and galvanized products, pipes, stainless
steel, wire rods and wires. With the fall in prices along with depressed domestic demand,
India has been increasing exports to overcome the excess supply situation. This has
resulted in antidumping actions being taken by developed countries like USA, EU and
Canada. The trade action by some countries against Indian steel industry has, to some
extent, affected India’s exports to these countries. The Government of India and the
Indian steel producers are trying to combat such actions despite such efforts being very
expensive and involving time-consuming procedures. Refer Exhibit–5 for the detailed
about steel production by Tata in India.
Global Steel Industry:
In global steel industry the consumption of steel has been decreased drastically in 2007,
in comparison to 2006. According to International Iron and Steel Institute (IISI) till 2010
the average demand for steel would be 4.9 per cent per year. But during 2010 and 2015
the growth is expected to be 4.2 per cent. In fact, IISI forecasts the global steel demand
would be 1.32 billion tones by 2010 and 1.62 billion tones by 2015. Much of this demand
growth is expected to be generated from countries like China and India. Among the major
steel producing countries the production of steel has increased from 2005-2006 except
Brazil. China is the highest steel producing country in the world with a production of
355.8 million tones in 2005 and 418.8 million tones in 2006. Refer Exhibit–6 for the
details about the steel production by different companies of the world. Recent reports of
United Nations Conference on Trade and Development (UNCTAD) and other
organizations have recorded the fact that nowadays Foreign Direct Investment (FDI) is
more likely to flow in through cross border mergers (and not through Greenfield
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Projects). The comparative cost of steel production is also favorable to developing
countries especially India. Refer Exhibit 7 for the details on comparative input cost of
manufacturing in different countries.
For 2007, S&P Steel India projects that GDP will grow by 2.4%, versus the GDP growth
of 3.3% in 2006. Through April 2007, motor vehicle sales fell by 3.0% while motor
vehicle production declined by 5.5%. Where as, in 2006, motor vehicle sales fell by
2.6%, while production was down by 2.8%. As predicted, lower sales for all of 2007 will
lead to reduced demand from this key end market for steel. Presumably, car
manufacturers will be working to reduce unsold car inventory and will be cutting
production, which will reduce demand for steel. According to the numerical data, through
May 2007, the S&P Steel Index increased by 35.1%, compared to that of 6.6% increase
for the S&P 1500 Index and by 14.9% rise in the S&P Materials Index. In 2006, the S&P
Steel Index increased by 58.2%, versus a 13.3% increase for the S & P 1500 index and a
16.6% increase in the S&P Materials Index. In the long term, there is a strong possibility
for the industry to benefit from greater pricing power resulting from further expected
consolidation, a lower cost structure, and a continuation of the cyclical decline of the U.S.
dollar. Refer Exhibit–8 for details about the production of steel by different countries of
the world.
Corus and Steel Production in the U.K.:
Corus Group plc was formed on 6th October 1999, through the merger of two companies,
British Steel and Koninklijke Hoogovens, following the privatization of many steelworks
companies by the U.K. government. The company consists of four divisions which
include: Strip Products, Long Products, Aluminum and Distribution and Building
Systems. With headquarters in London, Corus operates as an international company,
satisfying the demand of many steel customers worldwide. Its core business comprises of
manufacturing, development and allocation of steel and aluminum products and services.
The company has a wide variety of products and services which comprise of the
manufacturing of electrical steel, narrow strip, plates, packaging steel, plated steel strip,
semi finished steel, tube products, wire rod and rail products and services. However, the
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company is also engaged in providing a variety of services including design, technology
and consultancy services.
Corus is Europe’s second largest steel producer with revenues in 2005 of £9.2 billion
(US$18 billion and crude steel production of 18.2 million tonnes, primarily in the UK and
the Netherlands. Corus had about 42,600 employees in over 40 countries and sales offices
and service centres worldwide. The number of employees in UK has been about 23,600;
in Germany about 2,600; in Netherlands about 11,400 and in other countries about 5000.
Combining international expertise with local customer service, the Corus brand
represents quality and strength.
Corus’ products and services are acquired by customers from diverse fields such as
commercial and military aerospace ventures, the automotive, construction, engineering,
defense and security, as well as the rail and shipbuilding industry. In order to sustain and
run its global steelmaking, processing and distribution operations the company makes
annual investments of over £6 million for the purchase of various goods and services,
such as iron ore and coal, alloys, refractory, rolls and paint. The financial status of the
company from 1996-2005 some amount of variations in the performance of the company.
Refer Exhibit–9 & 10 for the details of financial performance of the company across the
years. The company also had huge amount of short term and long term debts. The total
debt burden in the year 2006, prior to the acquisition was about 2433 million GBP. Refer
Exhibit 11 for the details. But irrespective of all these factors, Corus has continued to
grow through a number of acquisitions during 2000-2006. Refer Exhibit 12 for details
about M&A deals by Corus.
The Acquisition Process:
The acquisition process started on September 20, 2006 and completed on July 2, 2007. In
the process both the companies have faced many ups and downs. The details of the
process of acquisition are provided in the Exhibit 13.
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After the final round of bidding and when the results were awaited Ratan Tata seemed to
have asked Muthuraman to prepare two speeches viz., (a) on conceding defeat and (b) on
winning the bid. A group of executives from Tata Steel described on what Muthuraman
had to say about his writing the two speeches.
“When Mr. Muthuraman tried to write the speech on conceding defeat; he could
not write anything for long; his hand writing which is usually neat and beautiful
was illegible with number of overwriting. After a lot of attempts he was able to
write one. Whereas, he could smoothly and in beautiful hand writing wrote the
winning speech.
During the final rounds of bidding, the top management team of the Tatas
including Ratan Tata, Muthuraman, Kaushik Chaterjee and their key support staff
were in a secluded location that was inaccessible to others. Further, all their
communication devices were changed in order that the competitors of the bidding
or the rivals had any access to the discussion of the negotiating team of the
Tatas.”
The official declaration of the completed transaction between the two companies was
announced to be effective by Court of Justice in England and Wales and consistent with
the Scheme of Arrangement of the Tata Steel Scheme on April 2, 2007. The total value of
this acquisition amounted to £6.2 billion (US$12 billion). Tata Steel the winner of the
auction for Corus declares a bid of 608 pence per share surpassed the final bid from
Brazilian Steel maker Companhia Siderurgica Nacional (CSN) of 603 pence per share.
According the Scheme regulations, Tata Steel was required to deliver a consideration not
later than 2 weeks following the official date of the completion of the transaction. Refer
Exhibit 14 for details in corporate communication note of Tata Steel.
Prior to the beginning of the deal negotiations, both Tata Steel and Corus were interested
in entering into an M&A deal due to several reasons. The official press release issued by
both the company states that the combined entity will have a pro forma crude steel
production of 27 million tones in 2007, with 84,000 employees across four continents and
a joint presence in 45 countries, which makes it a serious rival to other steel giants.
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The deal between Tata & Corus was officially announced on April 2nd, 2007 at a price of
608 pence per ordinary share in cash. This deal is a 100% acquisition and the new entity
will be run by one of Tata steel subsidiaries. As stated by Tata, the initial motive behind
the completion of the deal was not Corus’ revenue size, but rather its market value. Even
though Corus is larger in size as compared to the Tatas, the company was valued less
than Tata (at approximately $6.2 billion) at the time when the deal negotiations started.
But from Corus’ point of view, as the management has stated that the basic reason for
supporting this deal were the expected synergies between the two entities. What were the
various motivations for Corus to have supported the acquisition by the Tatas? Was it
because of better price offered by the Tatas? Was this deal the best way for the
shareholders of Corus to exit from the loss making steel business?
First of all, the general assumption is that the acquisition was not cheap for Tata. The
price that they paid represents a very high 49% premium over the closing mid market
share price of Corus on 4 October, 2006 and a premium of over 68% over the average
closing market share price over the twelve month period. Moreover, since the deal was
paid for in cash automatically makes it more expensive, implying a cash outflow from
Tata Steel in the amount of £1.84 billion.
Tata has reportedly financed only $4 billion of the Corus purchase from internal company
resources, meaning that more than two-thirds of the deal has had to be financed through
loans from major banks. The day after the acquisition was officially announced, Tata
Steel’s share fell by 10.7 percent on the Bombay stock market. Tata’s new debt
amounting to $8 billion due to the acquisition, financed with Corus’ cash flows, is
expected to generate up to $640 million in annual interest charges (8% annual interest
cost). This amount combined with Corus’ existing interest debt charges of $400 million
on an annual basis implies that the combined entity’s interest obligation will amount to
approximately $725 million after the acquisition. The complexity of the deal especially
from the financial implications of the acquisition has gripped many.
The debate whether Tata Steel has overpaid for acquiring Corus is most likely to be
certain, since just based on the numbers alone it turns out that at the end of the bidding
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conflict with CSN Tata ended up paying approximately 68% above the average price of
Corus’ shares. Another pressing issue resulting for this deal has created a dilemma
between experts and analysts’ opinion is whether this acquisition was the right move for
Tata Steel in the first place. The fact that Tata has managed to acquire a British steel
maker that has been a symbol of Britain’s industrial power and at the same time its
dominion over India has been perceived as quite ironic. Only time will show whether
Tata will be able to truly benefit from the many expected synergies for the deal and not
make the typical mistakes made in many large M&A deal during this beginning period.
Statements from the top management however show the grit in the decision of the
acquisition. The decision to acquire and the ability to have done so has been lauded and
encouraged by the top Government officials of the Government of India.
“I believe this will be the first step in showing that Indian industry can in fact step
outside the shores of India in an international marketplace and acquit itself as a
global player.” Ratan Tata
How did the Tata Steel manage to acquire a company that was four times large than its
own size? What were the sources of its fund? Who were the key stakeholders to this deal?
Were the resources and network of the Tata Group play a significant role in raising the
funds for the acquisition? The total acquisition cost was 6882 million GBP including cost
of equity and the debt amount. Tata Steel raised the funds from various sources, viz., long
term loans, internal generation from the Tata Group, Rights Issue, Debenture, Euro
Currency Bonds, etc. Refer Exhibit 15 and Exhibit 16 for details of the cost of
acquisition and the financing of the acquisition.
Post Acquisition Management:
There has been a great deal of suspicion on how well the two entities, viz., Tata Steel and
Corus plc integrate in the post acquisition situation. This concern has been expressed
since the culture and perspectives of the two companies and the people are seemingly
very different from each other. Ratan Tata however, has been confident that the post
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acquisition management will not be too difficult as the two organizational cultures will be
effectively integrated.
Ratan Tata has said he is confident the two companies will have “a cultural fit and similar work practices.” Nearly 30 years ago J.R.D Tata had lured away a young engineer from Corus’s predecessor company, British Steel, to work at Tata Steel. That young Sheffield-educated engineer – Sir Jamshed J. Irani (knighted by the Queen 10 years ago) – was Tata Steel’s Managing Director until six years ago.
Tata Corus has made developed some management structure to deal with the smooth
operation of the two entities. It has also adopted several system integrations in both the
entities to smoothen the transactions between the two entities. Tata Steel has formed a
seven-member integration committee to spearhead its union with Corus group. While
Ratan Tata, chairman of the Tata group, heads the committee, three of the members are
from Tata Steel and the other three are from Corus group. Members of the integration
committee from Tata Steel include Managing Director B Muthuraman, Deputy Managing
Director (steel) T Mukherjee, and chief financial officer Kaushik Chatterjee. The Corus
group is represented in the committee by CEO Phillipe Varin, executive director
(finance) David Lloyd, and division director (strip products) Rauke Henstra.
The company has also created several Taskforce Teams to ensure integration specific set
of activities in the two entities for smoother transaction. For instance, the company has
created a task force to integrate the UK/EU model in construction to the Indian market.
Refer to Exhibit 17 for details of the work of this Taskforce.
The company has also created an organizational structure for Group Strategy Function.
There will be three groups in this function to undertake three activities viz., Strategy
Development, Strategic Modelling, and Industry Group. Refer to Exhibit 18 for details
on purpose and activities of the Group Strategy Function.
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Questions for Discussion:
1. How do you explain the phenomena of a small steel maker, Tata Steel from a
developing country like India acquiring a steel maker from a mature market like
Europe?
2. Do you think a smaller competitor acquiring a larger one makes sense?
3. Why did Corus bid to sell itself off and chose to be acquired by Tata?
4. Was Tata Steel wise in acquiring Corus?
5. How did the Tatas go about sealing the deal?
6. How was the capital for acquisition organized by the Tatas and who worked out
the financial deal?
7. What were the bidding strategies of different players in the deal?
8. What were the roles of different external agencies in the Tata-Corus deal?
9. How is Tata-Corus dealing with the post acquisition management issues?
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Exhibit – 1: Tata Steel - Balance Sheet, 1997-2008
Source: Thomson Financial
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315'
373.
7027
'254
.90
21'5
54.2
025
'195
.20
27'3
64.3
023
'245
.00
17'4
07.1
0
Long
Ter
m D
ebt
528'
642.
1023
3'05
3.60
27'8
76.2
027
'902
.60
30'5
98.8
038
'953
.20
44'3
38.1
045
'932
.70
42'0
73.1
039
'982
.90
39'6
69.7
040
'043
.10
Oth
er L
iabi
litie
s0.
000.
000.
000.
000.
000.
000.
000.
000.
000.
000.
000.
00
Tota
l Lia
bilit
ies
899'
787.
2034
3'53
5.30
101'
396.
6010
2'72
6.30
100'
935.
3094
'347
.10
95'9
50.8
076
'424
.80
75'2
19.9
072
'638
.80
65'7
58.2
059
'468
.50
Sha
reho
lder
s' E
quity
Min
ority
Inte
rest
8'32
7.00
5'98
3.90
1'23
5.70
935.
2048
6.60
309.
7023
6.30
0.00
0.00
0.00
0.00
0.00
Pre
ferr
ed S
tock
54'7
25.2
00.
000.
000.
000.
000.
000.
001'
400.
001'
500.
000.
000.
000.
00C
omm
on E
quity
287'
189.
2014
6'39
6.60
102'
818.
4073
'371
.60
46'5
66.8
032
'944
.00
35'1
85.5
047
'484
.30
44'0
84.0
041
'644
.20
40'6
48.8
039
'740
.20
Ret
aine
d E
arni
ngs
11.2
011
.20
11.2
011
.20
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
To
tal L
iab
ilitie
s &
Sh
areh
old
ers'
Eq
uity
1'25
0'02
8.60
495'
915.
8020
5'45
0.70
177'
033.
1014
7'98
8.70
127'
600.
8013
1'37
2.60
125'
309.
1012
0'80
3.90
114'
283.
0010
6'40
7.00
99'2
08.7
0
Sca
ling
Fac
tor
: 100
0000
IN
RC
urre
ncy:
INR
14
Exhibit – 2: Tata Steel – Income Statement, 1997-2008
Source: Thomson Financial
10 Y
R IN
CO
ME
ST
AT
EM
EN
T03
/31/
0803
/31/
0703
/31/
0603
/31/
0503
/31/
0403
/31/
0303
/31/
0203
/31/
0103
/31/
0003
/31/
9903
/31/
9803
/31/
97
Net
Sal
es o
r R
even
ues
1'31
5'35
8.80
251'
917.
3020
2'44
4.30
159'
986.
1011
1'29
4.40
91'3
68.2
074
'279
.10
61'0
19.6
055
'737
.60
51'0
67.6
051
'992
.30
51'2
06.2
0
Cos
t of G
oods
Sol
d1'
073'
314.
8016
2'54
4.70
128'
736.
0090
'227
.60
70'4
19.4
063
'572
.20
56'9
50.0
038
'372
.70
38'5
84.6
837
'517
.45
38'0
90.8
935
'994
.73
Dep
reci
atio
n, D
eple
tion
&
Am
ortiz
atio
n41
'369
.50
11'7
79.3
08'
603.
706'
454.
606'
405.
505'
696.
905'
473.
206'
937.
705'
840.
404'
971.
504'
551.
004'
108.
20
Gro
ss In
com
e20
0'67
4.50
77'5
93.3
065
'104
.60
63'3
03.9
034
'469
.50
22'0
99.1
011
'855
.90
15'7
09.2
011
'312
.52
8'57
8.65
9'35
0.41
11'1
03.2
7
Sel
ling,
Gen
eral
& A
dmin
Exp
ense
s#N
/A#N
/A#N
/A#N
/A#N
/A#N
/A#N
/A#N
/A#N
/A#N
/A#N
/A#N
/A
Ope
ratin
g E
xpen
ses
- Tot
al1'
175'
627.
1018
8'53
9.20
147'
701.
0010
4'42
7.80
82'0
10.6
074
'016
.30
66'4
73.1
048
'984
.50
47'6
94.2
045
'501
.90
45'4
67.2
042
'747
.60
Ope
ratin
g In
com
e13
9'73
1.70
63'3
78.1
054
'743
.30
55'5
58.3
029
'283
.80
17'3
51.9
07'
806.
0012
'035
.10
8'04
3.40
5'56
5.70
6'52
5.10
8'45
8.60
Non
-Ope
ratin
g In
tere
st In
com
e3'
556.
102'
228.
8045
9.60
404.
7019
1.30
381.
8030
7.50
357.
8039
0.10
967.
301'
188.
801'
614.
90
Ear
ning
s B
efor
e In
tere
st A
nd T
axes
(E
BIT
)20
8'89
4.40
69'2
96.8
056
'874
.80
56'8
10.4
028
'633
.00
16'3
25.3
06'
761.
7010
'148
.30
8'65
4.40
6'76
0.80
6'87
1.50
9'32
0.40
Inte
rest
Exp
ense
On
Deb
t45
'886
.40
6'35
6.70
2'06
4.10
2'38
6.00
1'51
9.20
3'63
3.30
4'49
9.10
4'81
9.00
5'29
0.00
5'22
9.40
4'65
1.40
4'63
9.50
Pre
tax
Inco
me
163'
500.
7062
'956
.10
54'8
59.9
054
'424
.40
27'1
48.7
012
'789
.60
2'42
2.70
6'02
4.40
4'77
0.90
3'15
7.30
3'63
7.30
5'42
9.60
Inco
meT
axes
40'2
83.1
021
'300
.00
17'6
49.2
018
'712
.40
9'36
2.50
2'56
6.80
487.
0049
0.00
540.
0033
0.00
412.
5073
0.00
Min
ority
Inte
rest
1'39
9.40
675.
2018
6.40
259.
6019
2.80
67.6
011
.50
0.00
0.00
0.00
0.00
0.00
Equ
ity In
Ear
ning
s1'
681.
6079
1.80
321.
9058
0.20
294.
4015
1.30
0.00
0.00
0.00
0.00
0.00
0.00
Net
Inco
me
Bef
ore
Ext
ra
Item
s/P
refe
rred
Div
123'
499.
8041
'772
.70
37'3
46.2
036
'032
.60
17'8
87.8
010
'306
.50
1'92
4.20
5'53
4.40
4'22
5.90
2'82
2.30
3'22
0.80
4'69
2.10
Ext
r Ite
ms
& G
ain(
Loss
) S
ale
of
Ass
ets
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Net
Inco
me
Bef
ore
Pre
ferr
ed
Div
iden
ds12
3'49
9.80
41'7
72.7
037
'346
.20
36'0
32.6
017
'887
.80
10'3
06.5
01'
924.
205'
534.
404'
225.
902'
822.
303'
220.
804'
692.
10
Pre
ferr
ed D
ivid
end
Req
uire
men
ts22
1.90
0.00
0.00
0.00
0.00
0.00
22.8
012
2.00
86.1
00.
000.
000.
00N
et In
com
e A
vaila
ble
to C
omm
on12
3'27
7.90
41'7
72.7
037
'346
.20
36'0
32.6
017
'887
.80
10'3
06.5
01'
901.
405'
412.
404'
139.
802'
822.
303'
220.
804'
692.
10
Sca
ling
Fac
tor :
100
0000
IN
RC
urre
ncy:
INR
15
Exhibit – 3: Tata Steel – Trend & Growth Rate Report, 2001-2006
Scaling Factor : 1000000 INR Currency: INR
TREND 03/31/06 03/31/05 03/31/04 03/31/03 03/31/02 03/31/01
Sales 202,444.30 159,986.10 111,294.40 91,368.20 74,279.10 61,019.60 Operating Income After Depreciation 54,743.30 55,558.30 29,283.80 17,351.90 7,806.00 12,035.10 NetIncome 37,346.20 36,032.60 17,887.80 10,306.50 1,901.40 5,412.40
Net Cash Flow From Operating Activities 36,996.20 30,751.90 29,713.60 18,416.90 #N/A 11,223.30
Net Cash Flow From Investing Activities 27,285.90 21,191.30 20,825.90 8,689.00 #N/A 6,763.60
Net Cash Flow From Financing Activities -6,808.60 -8,906.80 -10,215.80 -8,131.30 #N/A -4,001.20
TotalAssets 205,450.70 177,033.10 147,988.70 127,600.80 131,372.60 125,309.10
TotalLiabilities 101,396.60 102,726.30 100,935.30 94,347.10 95,950.80 76,424.80
5 Yr GROWTH RATES 03/31/06 03/31/05 03/31/04 03/31/03 03/31/02 03/31/01
Sales 231.77% 187.03% 117.94% 75.73% 45.06% 27.97%
NetIncome 590.01% 770.39% 533.80% 220.00% -59.48% -4.34%
Net Cash Flow From Operating Activities 381.05% 259.59% 223.04% 132.41% #N/A 92.02%
TotalAssets 63.96% 46.55% 29.49% 19.92% 32.42% 36.06%
Source: Thomson Financial
16
Exhibit – 4: Consumption of Steel in India, 1990-91 to 2002-03
Year (In million tones)
Consumption Levels
1990-91 14.37
1991-92 14.83 (3.2%) 1992-93 15.00 (1.2%) 1993-94 15.32 (2.0%)
1994-95 18.66 (21.8%) 1995-96 21.65 (16.0%) 1996-97 22.13 (2.2%)
1997-98 22.63 (2.6%) 1998-99 23.54(4.02%) 1999-2000 25.01(6.24%)
2000-2001 26.53(6.08%) 2001-2002 27.44(3.39%)
2002-2003 20.65 (5.0%) Note: The consumption of steel is arrived at by subtracting export of steel from the total of domestic production and adding the import of steel in the country
Source: The Indian Ministry of Steel (the number in brackets indicates the percentage increase from the previous year).
Exhibit – 5: Tata Corus – Projected Capacity
Tata Steel - Corus: Projected capacity (in million tones per annum)
Corus Group (in UK and The Netherlands) 19
Tata Steel - Jamshedpur 10
Tata Steel - Jharkhand 12
Tata Steel - Orissa 6
Tata Steel - Chattisgarh 5
NatSteel – Singapore 2
Millennium Steel – Thailand 1.7
Aggregate projected capacity 55.7
Source: Internationa l Iron and Steel Institute
17
Exhibit – 6: Global Steel Ranking
Global steel ranking
Company Capacity (in million to tonnes)
Arcelor - Mittal 110.0
Nippon Steel 32.0
Posco 30.5
JEF Steel 30.0
Tata Steel – Corus 27.7
Bao Steel China 23.0
US Steel 19.0
Nucor 18.5
Riva 17.5
Thyssen Krupp 16.5
Source: International Iron and Steel Institute
Exhibit 7: Comparative cost of steel production (Figures in %)
Item USA UK France Germany India (Base) Energy 24.1 19.8 22.1 23.4 32.9 Iron Ore 15.4 12.7 12.7 13.9 5.4 Fluxes and Ferro alloys 5.9 7.6 7.6 6.8 8.5 Others 25.6 27.5 27.3 27.1 21.9 Total materials 71.0 67.6 69.7 71.2 68.8 Labour 40.7 27.1 36.6 43.4 13.9 Miscellaneous Taxes 1.9 1.9 4.1 2.4 6.6 Works cost 113.6 96.6 110.5 117.1 89.3 Depreciation & interest 9.1 6.6 2.4 12.2 10.7 Total cost 122.7 103.2 122.9 129.3 100.0
Source: IE (I) Journal-MM, vol 82, April 2002, p17
18
Exhibit – 8: Global Steel Output
Global Steel Output (in million tons)
Country 2005 2006 % change China 355.8 418.8 17.7 Japan 112.5 116.2 3.3 US 94.9 98.5 3.8 Russia 66.1 70.6 6.8 South Korea 47.8 48.4 1.3 Germany 44.5 47.2 6.1 India 40.9 44.0 7.6 Ukraine 38.6 40.8 5.7 Italy 29.4 31.6 7.5 Brazil 31.6 30.9 (2.2) World production 1,028.8 1,120.7
Source: International Iron and Steel Institute
Exhibit – 9: Corus Group PLC - Balance Sheet, 1996-2005
ASSETS 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 03/31/99 03/31/98 03/31/97 03/31/96
Cash And ST Investments 956.00 600.00 380.00 270.00 184.00 273.00 1'369.00 1'206.00 1'477.00 1'350.00Receivables (Net) 1'533.00 1'393.00 1'133.00 1'241.00 1'396.00 1'794.00 1'231.00 1'526.00 1'494.00 1'717.00
Total Inventories 1'954.00 1'732.00 1'404.00 1'337.00 1'320.00 1'719.00 1'007.00 1'222.00 1'224.00 1'391.00Other Current Assets 3 0 0 0 0 0.00 0.00 0.00 0.00 0.00
Current Assets - Total 4'446.00 3'725.00 2'917.00 2'848.00 2'900.00 3'877.00 3'607.00 3'954.00 4'195.00 4'458.00Property Plant & Equipment - Net 2820 2811 2729 2871 3064 3763 3240 3335 3259 3265Total Investments #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/AOther Assets 296.00 408.00 432.00 425.00 426.00 375.00 84.00 117.00 116.00 107.00
Total Assets 7'770.00 7'119.00 6'237.00 6'294.00 6'941.00 8'243.00 7'171.00 7'700.00 7'876.00 8'143.00
LIABILITIES & SHAREHOLDERS' EQUITY 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 03/31/99 03/31/98 03/31/97 03/31/96
Accounts Payable 1'271.00 1'188.00 986.00 1'047.00 1'052.00 1'086.00 733.00 853.00 836.00 928.00ST Debt & Current Portion of LT Debt 384.00 47.00 113.00 78.00 132.00 183.00 81.00 73.00 74.00 126.00
Income Taxes Payable 79 117 94 121 108 1.00 18.00 83.00 155.00 305.00Other Current Liabilities 733.00 531.00 390.00 390.00 437.00 564.00 387.00 526.00 496.00 523.00
Current Liabilities - Total 2'467.00 1'883.00 1'583.00 1'636.00 1'729.00 2'467.00 1'359.00 1'672.00 1'705.00 2'025.00
Long Term Debt 1'308.00 1'407.00 1'280.00 1'428.00 1'612.00 1'766.00 825.00 687.00 618.00 534.00
Other Liabilities 46.00 26.00 28.00 36.00 34.00 71.00 27.00 36.00 19.00 17.00
Total Liabilities 4'392.00 3'786.00 3'353.00 3'485.00 3'774.00 4'344.00 2'464.00 2'687.00 2'683.00 2'898.00
Shareholders' Equity
Minority Interest 26.00 42.00 47.00 47.00 60.00 402.00 311.00 351.00 367.00 442.00
Preferred Stock 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Common Equity 3'352.00 3'258.00 2'797.00 2'722.00 3'061.00 3'440.00 4'346.00 4'604.00 4'757.00 4'723.00Retained Earnings 1'199.00 -1'145.00 -1'605.00 -1'389.00 -1'047.00 -665.00 919.00 1'195.00 1'383.00 1'350.00Total Liabilities & Shareholders' Equity 7'770.00 7'119.00 6'237.00 6'294.00 6'941.00 8'243.00 7'171.00 7'700.00 7'876.00 8'143.00
Currency: GBPScaling Factor : 1000000 GBP
Source: Thomson Financial
19
Exhibit – 10: Corus Group PLC - Income Statement, 1996-2005
Scaling Factor : 1000000 GBP
12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 03/31/99 03/31/98 03/31/97 03/31/96
Net Sales or Revenues 10'140.00 9'332.00 7'953.00 7'188.00 7'699.00 9'358.40 6'259.00 6'947.00 7'224.00 7'048.00Cost of Goods Sold 8'343.00 7'658.00 7'124.00 6'575.00 6'941.00 7'711.20 5'280.00 5'443.00 5'606.00 4'999.00Depreciation, Depletion & Amortization
312.00 294.00 323.00 350.00 386.00 939.20 313.00 306.00 298.00 281.00
Gross Income 1'485.00 1'380.00 506.00 263.00 372.00 708.00 666.00 1'198.00 1'320.00 1'768.00Selling, General & Admin Expenses 765.00 759.00 565.00 649.00 749.00 803.20 408.00 457.00 424.00 508.00Operating Expenses - Total 9'420.00 8'711.00 8'012.00 7'574.00 8'076.00 9'453.60 6'377.00 6'640.00 6'787.00 6'107.00Operating Income 720.00 621.00 -59.00 -386.00 -377.00 -95.20 -118.00 307.00 437.00 941.00
Non-Operating Interest Income 31.00 13.00 13.00 17.00 15.00 31.20 92.00 91.00 90.00 67.00Earnings Before Interest And Taxes (EBIT)
707.00 663.00 -150.00 -314.00 -351.00 -885.60 -70.00 369.00 486.00 1'019.00Interest Expense On Debt 128.00 131.00 111.00 109.00 118.00 126.40 66.00 52.00 48.00 45.00
Pretax Income 579.00 532.00 -261.00 -423.00 -469.00 -1'012.00 -136.00 317.00 438.00 974.00IncomeTaxes 129.00 113.00 52.00 55.00 -48.00 4.80 -23.00 77.00 140.00 243.00Minority Interest -1.00 -6.00 -3.00 -7.00 0.00 56.00 -42.00 7.00 -3.00 49.00
Equity In Earnings 1.00 21.00 5.00 13.00 2.00 -6.40 -10.00 -7.00 9.00 95.00Net Income Before Extra Items/Preferred Div
452.00 446.00 -305.00 -458.00 -419.00 -1'079.20 -81.00 226.00 310.00 777.00Extr Items & Gain(Loss) Sale of Assets
0.00 0.00 0.00 0.00 0.00 #N/A 0.00 0.00 0.00 0.00Net Income Before Preferred Dividends
452.00 446.00 -305.00 -458.00 -419.00 -1'079.20 -81.00 226.00 310.00 777.00
Preferred Dividend Requirements 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Net Income Available to Common 452.00 446.00 -305.00 -458.00 -419.00 -1'079.20 -81.00 226.00 310.00 777.00
Currency: GBP
Source: Thomson Financial
Exhibit 11: Liabilities of Corus Steel as on Year 2006 Liabilities (in GBP million) Total < 1 yr 1-3 yrs 3-5 yrs >5 yrs Long term debt obligations 1,101 - 567 534 - Finance Lease obligations 159 24 36 26 73 Interest commitments 331 82 149 94 6 Operating lease obligations 462 75 102 76 209 Purchase obligations 350 331 13 6 - Other long term liabilities 30 - - - 30 Total 2,433 512 867 736 318 Source: Corus Report & Accounts 2006
20
Exhibit – 12: Acquisitions of Corus prior until 2004
Date of the Deal Company Name Description
November 1, 2000 Cogifer Ltd. 50/50 joint venture with the French
manufacturer of switches and crossings,
Cogifer Ltd, a world leader in its field of
business. The venture was expected to combine
the strong market presence of Corus in the UK
and the industrial competence of Cogifer.
September 27,
2000
Corus’ subsidiary
companies, Avesta
Sheffield AB and
Outokumpu Steel
The newly formed company, Avesta Polarit
was then the second largest stainless steel
producer in the world.
January 2000 Corus Group Plc and
Danieli & Co. Officine
Meccaniche SpA
50/50 joint venture with Danieli & Co. Officine
Meccaniche SpA, an Italian equipment
producer. The newly formed entity was called
Danieli Corus technical Services BV.
Year 2000 Corus Aluminum
Extrusions and Tjanjin Non
Ferrous Metal Group
(TNMG)
Joint venture agreement with a Chinese
municipality owned company Tjanjin Non
Ferrous Metal Group (TNMG). The designing
and manufacture of the products, large extruded
aluminum sections is completed in facilities
located in China and is aimed for sale to the
transport, mechanical and electrical engineering
industries.
Year 2001 Savera Group Joint venture with a global supplier of elevator
guide rails and other various components. The
new entity is called Savera UK Ltd and is
expected to be a major competitor in the
elevator industry.
Year 2001 Corus Building Systems
and Redrow Plc.
50/50 joint venture with British suburban and
commercial property developer, Redrow Plc.
21
The new company is called Framing Solutions
and is set to provide steel frames for the British
small scale residential industry.
17 July 2002 Brazilian steel producer
CSN
Agreement for a potential merger between the
two companies. Under the terms of the
proposed merger current Corus shareholders
will obtain 62.4 per cent of the enlarged group.
The transaction will be structured in such a way
that the existing CSN shareholders will receive
shares in a new Brazilian listed holding
company (“TopCo”) which will, in turn, hold
37.6 per cent of the share capital of the enlarged
Corus.
Year 2002 Corus Building Systems
(CBS) and a Swedish
based metal producer
An acquisition of a Swedish based metal
producer, which will allow the company to
expand and strengthen its presence in the
Swedish market.
Year 2002 Precoat 100% acquisition of the equity of one of the
principal independent precoated steel service
centers in Britain, Precoat.
Year 2003 Arcelor S.A. Sollac
Méditerranée ('Sollac')
Purchase of Sollac’s 50% share in a Portuguese
base company called Lusosider Projectos
Siderugicos S.A. which is also a joint venture
between Corus and Arcelor. The total cost of
this purchase amounted to EUR10.84 million
that Corus paid in cash.
Year 2003 Clayton Metals Inc Clayton Metals Inc. completed an acquisition of
Corus Aluminum Service Centers Inc. which
positioned the new enlarged entity as the
leading national distributor of non-ferrous
metal products in the whole U.S.market.
Year 2004 Corus Staal B.V. and Segal Acquisition of a Belgian hot dipped galvanizing
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S.A line, Segal S.A for 50 per cent of the shares.
The purchase amounted to EUR25 million.
Year 2004 Corus Staal B.V. and Segal
S.A
Corus made an announcement that it will
purchase the remaining 50 per cent of shares in
Segal S.A. The purchase was completed by the
end of 2004 and was carried out from an
investment fund called Metal Investment Fund
and was paid in cash by Corus for a total of
EUR25 million.
April 2004 Arcelor Corus’ UK hot-rolled steel sheet piling business
was acquired by Arcelor. Even though Arcelor
acquired the assets from Corus, they did not
include the company’s manufacturing facilities
where Corus decided to terminate the
production due to the implementation of its UK
Restructuring Programme initiative.
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Exhibit 13: Key Milestones of the Tata Corus Deal
September 20, 2006 : Corus Steel has decided to acquire a strategic partnership with a
Company that is a low cost producer
October 5, 2006 : The Indian steel giant, Tata Steel wants to fulfill its ambition to
Expand its business further.
October 6, 2006 : The initial offer from Tata Steel is considered to be too low both
by Corus and analysts.
October 17, 2006 : Tata Steel has kept its offer to 455p per share.
October 18, 2006 : Tata still doesn’t react to Corus and its bid price remains the
same.
October 20, 2006 : Corus accepts terms of £ 4.3 billion takeover bid from Tata Steel
October 23, 2006 : The Brazilian Steel Group CSN recruits a leading investment
bank to offer advice on possible counter-offer to Tata Steel’s bid.
October 27, 2006 : Corus is criticized by the chairman of JCB, Sir Anthony
Bamford, for its decision to accept an offer from Tata.
November 3, 2006 : The Russian steel giant Severstal announces officially that it will
not make a bid for Corus
November 18, 2006 : The battle over Corus intensifies when Brazilian group CSN
approached the board of the company with a bid of 475p per
share
November 27, 2006 : The board of Corus decides that it is in the best interest of its will
shareholders to give more time to CSN to satisfy the pre-
conditions and decide whether it issue forward a formal offer
December 18, 2006 : Within hours of Tata Steel increasing its original bid for Corus to
500 pence per share, Brazil's CSN made its formal counter bid for
Corus at 515 pence per share in cash, 3% more than Tata Steel's
Offer.
January 31, 2007 : Britain's Takeover Panel announces in an e-mailed statement that
after an auction Tata Steel had agreed to offer Corus investors
608 pence per share in cash
April 2, 2007 : Tata Steel manages to win the acquisition to CSN and has the full
voting support form Corus’ shareholders
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Exhibit 14: Tata Steel completes £6.2bn acquisition of Corus Group plc
Tata Steel (“the Company) is happy to announce tha t the Company has completed its £6.2 billion (US$12 billion) acquisition of Corus Group plc (Corus) at a price of 608 pence per ordinary share in cash. The enlarged company will have a pro forma crude steel production of 27 million tonnes in 2007 and will be the world’s fifth largest steel producer with 84,000 employees across four continents. The combination of Tata Steel, a vertically integrated steel producer and one of the world’s most profitable steel companies, with an established and growing presence in India, South East Asia and the Pacific-rim countries, and Corus, Europe’s second largest steel producer, with a high value added product range and strong positions in automotive, construction and packaging, will create the world’s second most global steel producer with a combined presence in 45 countries. Commenting, Mr Ratan Tata, Chairman of Tata Steel and Corus, said: "The completion of this acquisition of Corus by Tata Steel is a major step forward in the Company’s global strategy and represents an exciting future for both businesses. I firmly believe that both Tata Steel and Corus, two companies with long, proud histories, share a common business culture and a global vision for the business. Corus’ top management will remain with the enlarged Group and the bringing together of both management teams is an expression of the strong confidence and trust that exists between the two organisations, which will ensure the successful integration of the combined business. Together we are a well balanced company, strategically well placed to compete at the leading edge of a rapidly changing global steel industry.” Jim Leng, Retiring Chairman of Corus, said: "Corus had twin objectives from the outset. One was to secure the best value for our shareholders and the other was to ensure the best strategic future for the business. With Tata Steel, we have delivered both and the directors, senior management and other employees of Corus will see today as the beginning of an exciting new era. The Corus and Tata Steel combination will enable us to build on complementary skills in global markets. I am very much looking forward to working with Mr. Ratan Tata and the Boards and directors in both companies.” The completion of the transaction is pursuant to the Scheme of Arrangement of the Tata Steel Scheme being declared effective by the High Court of Justice in England and Wales (the “Court”) today April 2, 2007. Tata Steel had announced on 7 February 2007 that it intends to despatch the consideration pursuant to the Scheme as soon as practicable following the Effective Date and, if practicable, on the Effective Date. Tata Steel is, under the terms of the Scheme required to despatch the consideration pursuant to the Scheme not more than 14 days after the effective date. Source: Corporate communication Newsroom; for still images visit www.newscast.co.uk / for broadcast footage, visit: www.thenewsmarket.co.uk
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Exhibit 15: Corus Acquisition Cost and Sources of Funds
GBP m US$ m INR Bn Remark
Equity contribution in Tata Steel UK 3,732 7,308 292 Debt raised by Tata Steel UK (non recourse) 3,150 6,168 247 Total Acquisition cost 6,882 13,447 539 Long term loan through Tata Steel UK (non recourse)
3,150 6,168 247
Internal generation (includes pref. issue to Tata Sons)
594 1,163 47 Of this amount Rs. 27.7bn was raised by pref. allotment to Tata Sons
ECB Funds 842 1,649 66 Loans from IFC, etc Conv. Alternative Ref Sec CARS 420 875 35 1% coupon, Rs 876.62/share
conversion price Rights issue equity (1:5) @ Rs 300/share 466 913 37 Rights issue conv. Pref sh @ Rs. 600/share 700 1,370 55 2% coupon, 6 CCPS will
automatically convert to 1 equity share on 1 Sept 09
Unsecured debentures 255 500 20 Equity related instruments- yet to be raised 455 887 36 Total Acquisition funding 6,882 13,526 541
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Exhibit 16: Corus Acquisition Financing Tata steel is pleased to announce the refinancing of its GBP 3,620 million acquisition bridge facility and revolving credit facility which had been provided by Credit Suisse, ABN AMRO and Deutsche Bank to fund its acquisition of Corus Group plc that was completed on April 2, 2007. The refinancing is by way of non recourse Facilities totaling GBP 3,170 million (the “Refinancing Facilities”) which are being Arranged by a syndicate led by Citigroup, ABN AMRO and Standard Chartered Bank. This refinancing provides significant benefits and flexibility over the term of financing to the group. The Refinancing Facility comprises a five year GBP 1670 million amortizing loan which will be syndicated by the joint book runners to relationship banks of Tata steel and Corus and a seven year minimally amortizing term loan of GBP 1500 million that will be syndicated to institutional investors and banks in the USA, Europe and Asia. The balance amount of the acquisition bridge is being repaid by an additional equity contribution by Tata Steel/ Tata Steel Asia which had been previously disclosed on April 17, 2007. Subsequent to the conclusion of the discussions on the commercial terms of the financing, the process to discuss the security package for the above transaction will commence with the Trustees of the UK Pension Funds in continuation of the dialogue with the Trustees from October 2006. Concurrently, Corus will engage in the consultative process with the Corus Netherlands Works Council to seek their advice on the above financing. Tata Steel is one of India’s largest companies and is amongst the world’s lowest cost steel producers and most profitable steel companies. Corus Group plc is Europe’s second largest steel producer and the combined entity is the fifth largest steel producer in the world with an installed capacity of 28 million tons p.a. Source: Corporate Communication Newsroom; Mumbai/London – May 3, 2007
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Exhibit 17: Tata Corus Taskforce Post Tata Corus merger, Tata Steel has access to considerable IP and expertise in Construction from UK/EU based models. The key driver is to find ways to utilize this knowledge and assist the capture of value for Tata Steel in the construction market in India. To achieve, a taskforce comprising of following executives from both the entities is being formed with immediate effects. Members from Corus :
Mr. Matthew Poole (Director Strategy Long Products Corus) Mr. Colin Ostler (GM Corus Construction Centre) Mr. Darayus Shroff (Corus International)
Members from Tata Steel:
Mr. Sangeeta Prasad (CSM South, Flat Products) Mr. Pritish Kumar Sen (Market Research Group) Mr. Rajeev Sahay (Head Planning & Scheduling, TGS)
The scope of the taskforce will be to:
1. Ensure smooth market knowledge exchange between Tata Corus and Tata Bluescope and identify Knowledge gaps.
2. Complete mapping of construction sector for Indian market using external resource if necessary.
3. Understand key drivers for construction through knowledge gained from stakeholders of the construction community.
4. Map key competencies of Tata Corus against market drivers/ requirements. 5. Develop a five-year strategy. The taskforce members will report to Mr. Paul Lormor (Director Construction Development ). The engagement of the members of the taskforce will be on part time basis and they will continue to discharge their current responsibilities. The taskforce will continue till June 2008, by which time it is expected to taskforce prepare the business case and place it before the board for approval Tata Steel Ltd. B. Muthuraman- (Managing Director Tata Steel) Philippe Varin (CEO Corus Group)
Source: Internal Office Communication, Tata-Corus
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Exhibit 18: Group Strategy Function - Tata Corus The Tata Steel Group has the ambition to become a bench mark in the global steel industry in terms of value creation and corporate citizenship. The group strategy function will be organized to support the delivery of the group ambition. The main responsibilities of the group strategy function are as follows:
• To originate the group strategy i.e. portfolio management, market sector positioning, industrial foot print, partnerships and alliances, and translate the Group strategy into strategy action plans.
• To organize and support the strategic planning process across the group • To originate and assess corporate business development initiatives i.e. corporate
partnerships/alliances. • To monitor the steel industry which includes macro economic trends, steel
market dynamics, competitive arena, technology, standards and regulations The group strategy team will be organized into three groups based in several locations, reporting to Jean- Sebastien Jacques, Group Director, Strategy:
• The strategy /business development group will be responsible for developing the group strategy and supporting corporate development initiatives. This group will be based out of London and composed of Mrs Leonie Greenfield, Ms Susanne Rosengren, Mr Fillip Vrabel and Mr Matthew Poole (Joint role with long product division –Corus)
• The strategic Modeling group will be responsible for developing and maintaining the central strategic models and benchmarking analysis. Dr.Paul Butterworth, as group chief (Strategic Modelling), will head this group with the support of Mr. Santosh Agarwal and will be based out of kolkata.
• The industry group will be responsible for industry monitoring, market intelligence and for issuing assumptions required to support the strategic and forecasting processes across the group. This group bases out of Kolkata will also handle interfaces with industry trade associations i.e. IISI, Eurofer, etc and will be headed by Mr. Ashok Kumar Pandey, Group chief (Industry).The existing Tata steel market research group (MRG) will be merged into the industry group. The main industry group will work very closely with Mr.Ben Carstein, the Group Economist based in London.
Ms Janice Curtis will support the group strategy function, the organization and logistics of certain group committees e.g. Strategy and Integration Committee, Joint Executive committee and Capital Expenditure committee. The new organization will be effective from 1 may 2008. Jean-Sebastien Jacques Source: Organization Circular, Tata Corus
