RNS Number:5877N
Tata Steel Limited
10 December 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

10 December 2006

RECOMMENDED REVISED ACQUISITION

of Corus by Tata Steel

The boards of Tata Steel and Corus are pleased to announce that they have agreed
the terms of an increased recommended Acquisition (the "Revised Acquisition") at
a price of 500 pence in cash per Corus Share.

Details of the terms of the original Acquisition, also recommended by the Board
of Corus, were set out in the Scheme Document posted to Corus Shareholders on 10
November 2006.

Commenting on today's announcement, Ratan Tata, Chairman of Tata Steel, said:
"We remain convinced of the compelling strategic rationale of this partnership
and the revised terms deliver substantial additional value to Corus
shareholders."

Jim Leng, Chairman of Corus, said "The Revised Acquisition terms from Tata Steel
are a substantial increase from the previous offer. Accordingly, the Corus Board
are pleased to recommend this to Corus Shareholders".

Defined terms in this announcement have the same meaning as in the Scheme
Document.

1. Terms of the Revised Acquisition

Under the terms of the Revised Acquisition, Corus Shareholders will be entitled
to receive 500 pence in cash for each Corus Share (the "Revised Price"). This
represents a price of 1000 pence in cash for each Corus ADS.

The terms of the Revised Acquisition value the entire existing issued and to be
issued share capital of Corus at approximately £4.7 billion and the Revised
Price represents:
(i) an increase of approximately 10 per cent. compared to 455
pence, being the Price under the original terms of the Acquisition;
(ii) on an enterprise value basis, a multiple of approximately 7.5
times EBITDA from continuing operations for the twelve months to 30 September
2006 (excluding the non-recurring pension credit of £96 million) and a multiple
of approximately 5.9 times EBITDA from continuing operations for the year ended
31 December 2005;
(iii) a premium of approximately 38.7 per cent. to the average closing
mid-market price of 360.5 pence per Corus Share for the twelve months ended 4
October 2006, being the last Business Day prior to the announcement by Tata
Steel that it was evaluating various opportunities including Corus; and
(iv) a premium of approximately 22.7 per cent. to the closing mid-market price
of 407.5 pence per Corus Share on 4 October 2006, being the last Business Day
prior to the announcement by Tata Steel that it was evaluating various
opportunities including Corus.

The terms of the Revised Acquisition described in this announcement remain
subject to the Conditions and do not affect Tata Steel's intentions regarding
the business of Corus, its management, employees and locations, nor the
proposals relating to Corus's pension schemes, the Corus Share Schemes,
Convertible Bonds or cancellation of the Deferred Shares, each as described more
fully in the Scheme Document.

Further details of the Revised Acquisition will be contained in a circular which
is expected to be posted to Corus Shareholders shortly. On 4 December 2006 the
EGM and Court Meeting of Corus were adjourned to 20 December 2006. Corus intends
to advise shareholders as appropriate in due course, and in any event in advance
of the meetings, on the action that shareholders should take at those meetings.

2. Recommendation

The Corus Directors, who have been so advised by Credit Suisse (as lead
financial adviser), JPMorgan Cazenove and HSBC, consider the terms of the
Revised Acquisition to be fair and reasonable, so far as Corus Shareholders are
concerned. Accordingly, the Corus Directors unanimously recommend that Corus
Shareholders vote in favour of the Revised Acquisition as they have undertaken
to do in respect of their own beneficial holdings of Corus Shares, representing
approximately 0.1 per cent. of the existing share capital of Corus.

Although Credit Suisse is acting as lead financial adviser to Corus, other
members of the Credit Suisse Group are, with the consent of Corus, providing
acquisition finance and related services to Tata Steel in relation to the
Revised Acquisition and, as a consequence, Credit Suisse is a connected party to
Tata Steel. JPMorgan Cazenove, as part of the JPMorgan group, has historical
relationships with the Tata companies and, as a consequence, is also a connected
party to Tata Steel. HSBC is therefore providing independent advice to the Board
of Corus in connection with the Revised Acquisition for the purposes of Rule 3
of the Code. In providing advice to the Corus Directors, Credit Suisse, JPMorgan
Cazenove and HSBC have taken into account the commercial assessments of the
Corus Directors.

3. Financing

The financing arrangements relating to Tata Steel UK, as described in Part Nine
of the Scheme Document, remain in place. The additional funding required under
the proposed terms of the Revised Acquisition will be funded by way of two
letter of credit facility agreements dated 5 December 2006 and 10 December 2006
respectively, between, among others, TATASTEEL Asia Holdings Pte Ltd, Tata
Steel, Standard Chartered Bank and Standard Chartered First Bank of Korea.

ABN AMRO and Deutsche Bank, as joint financial advisers to Tata Steel and Tata
Steel UK, are satisfied that sufficient resources are available to satisfy in
full the consideration payable to Corus Shareholders under the proposed terms of
the Revised Acquisition.

4. Implementation Agreement and Inducement Fee

The Implementation Agreement as described in the Scheme Document remains in
effect. The amount of the Inducement Fee referred to in the Implementation
Agreement is 1 per cent. of the value of the Revised Acquisition calculated by
reference to the price per Corus Share and the fully diluted share capital of
Corus, together with an amount equal to any VAT which is recoverable by Corus
(if applicable).

5. Disclosure of interests in Corus and irrevocable undertakings

Tata Limited, a wholly owned subsidiary of Tata Sons, holds 2,125 Corus Shares.
Since Corus Shares held either by members of the Tata Steel Group or by Tata
Limited are excluded from the definition of Scheme Shares, Tata Steel will not
be entitled to vote these Shares at the Court Meeting.

Tata Steel UK has received irrevocable undertakings to vote in favour of the
Revised Acquisition and the resolutions at the Court Meeting and EGM from the
directors of Corus in respect of 1,164,416 Corus Shares, representing
approximately 0.1 per cent. of the existing issued ordinary share capital of
Corus. These undertakings are in respect of their entire beneficial holdings of
Corus Shares. Further details relating to these undertakings, including the
circumstances in which they cease to have any effect, were included in the
Scheme Document.

The interests of the Deutsche Bank Group consist of, as at 7 December 2006, a
long position of 4,786,061 Corus Shares, a long position of 472,597 Dutch Bonds
and a long position of 76,336 Euro Bonds. For reasons of confidentiality, only
limited enquires have been made as to the interests of the Deutsche Bank Group
and a further announcement detailing such interests will be made if required.

Except as disclosed in this paragraph 5, as at 7 December 2006, being the last
practicable date before this announcement, neither Tata Steel or Tata Steel UK,
nor any of the directors of Tata Steel or Tata Steel UK, nor so far as Tata
Steel and Tata Steel UK are aware, any person acting in concert with Tata Steel
or Tata Steel UK, (i) has any interest in or right to subscribe for any relevant
Corus securities, nor (ii) has any short positions in respect of relevant Corus
securities (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to take
delivery, nor (iii) has borrowed or lent any relevant Corus securities (save for
any borrowed shares which have been on-lent or sold).

6. General

Save as set out above, in all other respects, including the availability and
terms of the Loan Note Alternative, the Revised Acquisition will be subject to
the Conditions and on the same terms set out in the Scheme Document.

Appendix I sets out the bases and sources of certain information contained in
this announcement.

Enquiries:
Tata Steel Limited
Koushik Chatterjee, Vice President Finance Tel: +91 (0) 22 5665 8112
Sanjay Choudhry, Head of Corporate Communications Tel: +91 (0) 65 7243 1142