HAMILTON, ON, Jan. 16 /CNW/ - Dofasco Inc.'s Board of Directors announced today that it has received an unsolicited proposal from Arcelor S.A. to amend Arcelor's C$63 offer of December 30, 2005, to acquire all of Dofasco's outstanding common shares at an increased offer price of C$71 per common share, and to amend the conditions of the outstanding Arcelor offer to be substantially the same as those of the ThyssenKrupp AG offer announced January 14, 2006. Arcelor's proposal is subject to Dofasco and Arcelor entering into a mutually acceptable support agreement, the terms of which have been negotiated and are based on the support agreement entered into by Dofasco and ThyssenKrupp in connection with ThyssenKrupp's offer. Dofasco's Board of Directors has determined that the Arcelor proposal constitutes a Superior Proposal for the purposes of the ThyssenKrupp Support Agreement. Under the terms of that agreement, ThyssenKrupp has a right to match any offer made by another bidder before Dofasco can enter into an agreement with a competing bidder. Accordingly, Dofasco has provided a copy of the draft support agreement to ThyssenKrupp and has triggered ThyssenKrupp's right to match. ThyssenKrupp has until January 23, 2006 to exercise that right. In the event ThyssenKrupp does not exercise its right to match, ThyssenKrupp will likely be entitled to a fee of $215 million from Dofasco. The proposed Arcelor C$71 amended offer represents a 61% premium over Dofasco's closing share price on November 22, 2005, the day prior to the announcement by Arcelor of its intention to make a C$56 per share unsolicited offer for Dofasco. Dofasco is a leading North American steel solutions provider. Product lines include hot rolled, cold rolled, galvanized, Extragal(TM), Galvalume(TM) and tinplate flat rolled steels, as well as tubular products, laser-welded blanks and Zyplex(TM), a proprietary laminate. Dofasco's wide range of steel products is sold to customers in the automotive, construction, energy, manufacturing, pipe and tube, appliance, packaging and steel distribution industries. This News Release contains forward-looking information with respect to Dofasco's operations and future financial results. Actual results may differ from expected results for a variety of reasons including the factors discussed in the Management's Discussion and Analysis section of Dofasco's 2004 Annual Report and the Quarterly Reports to Shareholders for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005.