Thyssenkrupp Budd Canada Inc.

Thyssenkrupp Budd Canada Inc.

March 03, 2005 15:06 ET

ThyssenKrupp Budd Canada Inc.: Independent Committee and Board to Recommend Offer


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: THYSSENKRUPP BUDD CANADA INC.

TSX SYMBOL: BUD

MARCH 3, 2005 - 15:06 ET

ThyssenKrupp Budd Canada Inc.: Independent Committee
and Board to Recommend Offer

KITCHENER, ONTARIO--(CCNMatthews - March 3, 2005) - ThyssenKrupp Budd
Canada Inc. (TSX:BUD) today announced that its independent committee of
directors (the "Independent Committee") has completed its review of the
proposed offer by Budcan Holdings Inc. ("Budcan") for all of the
outstanding shares of ThyssenKrupp Budd Canada Inc. (the "Corporation")
owned by the public for $9.00 per share (the "Offer") and accordingly
that it expects the Offer to be mailed to shareholders of the
Corporation tomorrow.

Budcan is making the Offer for all of the outstanding shares of the
Corporation owned by minority shareholders. Budcan currently owns 77.25%
of the outstanding shares of the Corporation.

The Independent Committee has received the final valuation report of
CIBC World Markets Inc. ("CIBC World Markets") with respect to the fair
market value of the Corporation's shares. CIBC World Markets has
determined pursuant to its formal valuation, subject to the assumptions
and qualifications set forth in the valuation, that the fair market
value of the Corporation's shares is in the range of $1.57 to $10.24 per
share. The Independent Committee has also received the fairness opinion
of CIBC World Markets, which states that the consideration offered by
Budcan pursuant to the Offer is fair, from a financial point of view, to
the shareholders of the Corporation other than Budcan and its affiliates
(the "minority shareholders").

After considering all of the relevant factors, which included the
valuation and fairness opinion of CIBC World Markets, the Independent
Committee concluded at its meeting today that the price and terms of the
Offer are fair and reasonable to minority shareholders of the
Corporation. The Independent Committee recommended that the board of
directors of the Corporation recommend that holders of shares of the
Corporation tender their shares to the Offer.

The board of directors of the Corporation met following the meeting of
the Independent Committee to receive the report and recommendation of
the Independent Committee.

At that meeting, CIBC World Markets reviewed its valuation and fairness
opinion with the Board. Based on a number of factors including that
report and presentation, the board of directors of the Corporation
concluded that the terms of the Offer are fair and reasonable to
minority shareholders and recommends that minority shareholders tender
their shares to the Offer. The board of directors also approved the form
of the directors' circular that will be mailed to shareholders together
with the Offer. The directors' circular will contain the CIBC World
Markets valuation and fairness opinion, and more detailed information
with respect to the recommendation made by the board of directors of the
Corporation, including the factors considered by the board in making its
recommendation. The resolutions regarding these actions were unanimously
approved by the directors of the Corporation, with directors of the
Corporation who are also directors or officers of Budcan or its
associates disclosing their interests in those capacities in the Offer,
and not voting on the resolutions.

The conditions to the Offer include the requirement that a minimum of
50.1% of the shares of the Corporation held by minority shareholders be
tendered to the Offer. The Offer is also subject to other customary
conditions including the absence of any material adverse change in
respect of the Corporation and the absence of material disruption in
financial markets. Further details of the Offer will be contained in the
take-over bid circular to be mailed by Budcan to shareholders of the
Corporation in connection with the Offer.

It is anticipated that the Offer and the Corporation's directors'
circular will be mailed to the Corporation's shareholders on Friday,
March 4, 2005.

In connection with the Offer, Budcan and the Corporation will be filing
materials on SEDAR. Investors are urged to read these materials because
they will contain important information. Investors may obtain a copy of
these materials when they become available, as well as other materials
filed on SEDAR concerning the Corporation, at www.sedar.com.

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

This press release contains certain "forward-looking statements" that
involve a number of risks and uncertainties. There can be no assurance
that such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such
statements.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Thyssenkrupp Budd Canada Inc.
    Winston P. Wong
    (519) 895-3010