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Stelco financing by deutsche bank gets court approval

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   http://www.bloomberg.com/apps/news?pid=10000082&sid=aTHoV7bB7wqo&refer=canada

http://www.bloomberg.com/apps/news?pid=10000082&sid=aTHoV7bB7wqo&refer=canada

Stelco Financing by Deutsche Bank Gets Court Approval (Update2)
Nov. 29 (Bloomberg) -- Deutsche Bank AG's C$900 million ($759 million) proposal to provide financing to Stelco Inc. was approved by an Ontario judge over the objections of rival bidders and Stelco's unions.

Ontario Superior Court Judge James Farley, who is overseeing the restructuring of Hamilton, Ontario-based Stelco following its filing for bankruptcy protection in January, said Deutsche Bank's proposal will provide the benchmark for evaluating competing bids.

Deutsche Bank offered C$900 million in exchange for convertible debentures equal to shares totaling 47.6 percent of a restructured Stelco. Existing shareholders will get 9.3 percent, with remaining shares going to unsecured creditors. Any company bidding to provide financing to Stelco must surpass the Deutsche Bank bid in what is known as a stalking horse process.

The bid ``will provide (Stelco) with much needed stability,'' Farley wrote in a decision released today. ``Deutsche Bank's bid is not a foregone conclusion to ultimately succeed.''

GMP Capital Corp. and General Electric Co.'s Canadian financing unit on Nov. 26 offered C$1.1 billion in financing, increasing an earlier proposal by C$50 million. Existing shareholders would have kept at least 22 percent of the company with that plan. Stelco rejected the offer, following weekend discussions with its financial advisers and GMP, because it said it would take too long to complete.

Three to Four Weeks

GMP and GE Canada said it would take three to four weeks to complete the required research to complete the bid, Ernst & Young Inc., the court-appointed monitor, said in a report to the judge.

``The monitor is of the view that it is inappropriate for parties to deliver bids to Stelco while the honorable Mr. Justice Farley is considering his decision,'' Ernst & Young said.

Stelco, which sells sheet steel to automotive customers including DaimlerChrysler AG and Ford Motor Co., filed for protection from creditors because of high costs for energy, labor, pension and raw-material costs. Stelco lost General Motors Corp., its biggest customer, when it failed last week to get the steelworkers' union to sign a no-strike agreement.

The company had net income of C$58 million in the third quarter, compared with a net loss of C$42 million a year earlier, as steel prices surged on higher demand from China. Sales rose 47 percent to C$953 million.

Stelco's widely traded Class A shares fell 14 Canadian cents to C$2.06 on the Toronto Stock Exchange. They have declined 16 percent this year.

Labor Objections

The steelworkers objected to the Deutsche Bank proposal, saying it puts the interest of creditors ahead of the company's pensioners. Stelco's pension plan has a C$1.2 billion deficit that the Deutsche Bank proposal fails to address, Ken Neumann, national director of the United Steelworkers of America, said in an interview last week. The union represents about 1,000 employees at Stelco's Lake Erie plant.

Russian steelmaker OAO Severstal and Pittsburgh-based United States Steel Corp., two companies that have said publicly they're interested in buying Stelco, said that Stelco management hasn't taken their offers seriously and made it difficult to enter bids by requiring confidentiality agreements that didn't allow bidders to speak with government officials, unions or suppliers. The terms of those agreements have now been eased.

Severstal, United Steel and GMP can all submit bids by a Jan. 31 deadline and try to beat the Deutsche Bank offer.

``We weren't trying to squeeze them out at all,'' Stelco Chief Executive Courtney Pratt said in a telephone interview. ``Given the firmness of the Deutsche Bank bid, this is the best stalking horse bid.''


Last Updated: November 29, 2004 18:31 EST


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