Tata Steel Limited signed Definitive Agreements with
Cementhai Holding Company - a 100% subsidiary of the Siam Cement Company, Thailand to
acquire its shares and invest additional equity in Millennium Steel Company subject to
certain conditions in December 2005.
Under the terms of the agreement, Cementhai Holding Company, the
largest shareholder of Millennium Steel with a 40% equity stake (prior to the new shares
subscribed to by Tata Steel) have committed to sell their shares into a voluntary tender
offer that Tata Steel will make for all of the equity and preference shares of Millennium
Steel subject to certain conditions precedent. The conditions precedent to the transaction
include shareholder and creditor approvals for the issuance of new shares equivalent to
24.99% stake in the expanded capital of Millennium Steel; amendment of the Articles of
Association of Millennium Steel to enable 100% foreign ownership in Millennium Steel; and
regulatory approvals including the Board of Investment in Thailand.
Millennium Steel was formed through a merger of three operating
companies The Siam Iron and Steel (2001) Company, The Siam Construction Steel
Company and NTS Steel Group in 2002 and is now the dominant steel producer in
Thailand. The company is listed on the Stock Exchange of Thailand and is owned 40% by
Cementhai Holding Company, with the remaining being held widely among institutional and
retail investors. The three operating units of the company have a cumulative capacity to
produce 1.2 million tons of steel per annum through the electric arc furnace route and a
long products rolling capacity of 1.7 million tons a year.
The investment is a significant progression in Tata Steel's
globalisation initiatives and, together with the earlier acquisition of NatSteels
steel business, will significantly enhance its market position in South East Asia. The
acquisition would have a strong fit with Tata Steels strategic expansion plans and
there are likely to be significant synergy benefits in the future as a consequence of the
transaction.
Standard Chartered Bank was the exclusive financial advisor to Tata
Steel on the transaction. White & Case, Bangkok and AZB & Partners, Mumbai were
the legal advisers to the transaction while Deloitte & Touche Bangkok were the
Accountants to the transaction.
Established in 1907 by its Founder J N Tata, Tata Steel is the flagship
of Tata Group, the most trusted corporate name in the country. It has one of the most
modern steel making facilities and is also one of the lowest cost producers of steel in
the world. It currently produces 5 million tonnes of steel per annum at its Jamshedpur
plant and has recently invested in NatSteel Asia, which has a capacity of about 2 million
tonnes per annum of finished steel. The steel company is focused on the sophisticated
automobile and the construction sectors. A benchmark in corporate social responsibility
and corporate governance, it believes in improving the quality of life of its employees
and the communities it serves.
Millennium Steel Company is the largest steel company in Thailand with
a capacity of 1.7 mtpa producing long products for construction and engineering steel for
auto industries. It has three operating facilities in Saraburi, Rayong and Chonburi
province.
|