Budcan Holdings Inc.

March 03, 2005 14:46 ET

Budcan Holdings Makes Cdn. $9.00 Per Share Cash Offer For The Common Shares of ThyssenKrupp Budd Canada


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: BUDCAN HOLDINGS INC.

TSX SYMBOL: BUD

MARCH 3, 2005 - 14:46 ET

Budcan Holdings Makes Cdn. $9.00 Per Share Cash Offer
For The Common Shares of ThyssenKrupp Budd Canada

KITCHENER, ONTARIO--(CCNMatthews - March 3, 2005) - Budcan Holdings
Inc., a subsidiary of ThyssenKrupp Budd Company ("Budd"), announced
today that it will mail on Friday, March 4, 2005 its offer to acquire
all of the outstanding common shares of ThyssenKrupp Budd Canada Inc.
(TSX:BUD) ("Budd Canada") that it does not own at a price of Cdn $9.00
per common share in cash. If all of the 856,845 common shares of Budd
Canada not owned by Budcan Holdings are acquired under the offer, the
aggregate acquisition cost to Budcan Holdings will be Cdn. $7,711,605.
The offer has the unanimous support of the Board of Directors of Budd
Canada which is recommending that shareholders accept the offer.

The offer represents a 80% per cent premium over Budd Canada's closing
share price of Cdn. $5.00 on the Toronto Stock Exchange on November 19,
2004, the day before Budd announced its intention to make an offer.

The Board of Directors of Budd Canada established an Independent
Committee comprised of independent directors to supervise the
preparation of a formal valuation of the common shares of Budd Canada
and to consider the offer. CIBC World Markets Inc. was retained by the
Independent Committee and engaged by Budd Canada and delivered its
valuation and fairness opinion today.

Based upon and subject to the matters set out in the valuation and
fairness opinion and such other factors that CIBC World Markets
considered relevant, CIBC World Markets has opined to the Independent
Committee that, as of March 3, 2005, the fair market value of Budd
Canada's common shares is in the range of Cdn. $1.57 to Cdn. $10.24 per
common share. Based upon and subject to the matters set out in the
valuation and fairness opinion, CIBC World Markets has also opined to
the Independent Committee that, as of March 3, 2005, the consideration
provided under the offer is fair, from a financial point of view, to the
shareholders of Budd Canada other than Budcan Holdings and its
affiliates.

The offer will be made by way of an all cash take-over bid under
applicable securities laws. The offer and circular of Budcan Holdings
and a directors' circular containing the recommendation of the Budd
Canada Board of Directors will be mailed on March 4, 2005 and the offer
will remain open for acceptance until April 11, 2005. The offer is
subject to customary terms and conditions, including a condition that at
least 50.1 per cent of the Budd Canada common shares not held by Budcan
Holdings and its affiliates are tendered to the offer and not withdrawn.

Budd's Chief Executive Officer and President, Dietrich Zaps, stated "We
believe this acquisition is in the best interest of all Budd Canada
stakeholders. The offer is a full and fair price for the minority
interest in Budd Canada, representing over twenty-two times trailing
twelve month EBITDA, more than four times the average trading multiple
for other North American auto parts manufacturers and more than four
times the average acquisition multiple paid in recent North American
auto parts transactions."

RBC Capital Markets and Osler, Hoskin & Harcourt LLP are advising Budd
Company in this transaction. CIBC World Markets Inc. and Stikeman
Elliott LLP are advising the Independent Committee of the Board of
Directors of Budd Canada.

ThyssenKrupp Budd Canada Inc. is an automotive manufacturer specializing
in the production of light truck and sport utility vehicle frames and
chassis components.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    ThyssenKrupp Budd Company
    Thomas McDonald
    (248) 643-3520