HAMILTON, ON, Nov. 23 /CNW/ - Dofasco Inc. announced that its Board of Directors is reviewing an unsolicited all-cash takeover bid of $56 per share from Arcelor S.A. for all outstanding Dofasco common shares. The offer will remain open for at least 60 days after the mailing of the takeover bid circular. Dofasco's Board of Directors is reviewing the offer in the context of the company's alternatives to maximize shareholder value. To assist in this analysis, Dofasco's Board of Directors has established a Special Committee of independent directors comprised of Brian MacNeill, Roger Doe, Frank Logan and Peter Maurice. Additionally, Dofasco's Board has retained RBC Capital Markets as financial advisors in the process, and Fasken Martineau DuMoulin LLP as its legal counsel. "The Board will give due consideration to the Arcelor bid. Pending the Board's recommendation, shareholders are urged not to tender to the offer", said Dofasco Chair, Brian MacNeill. On May 7, 2004, Dofasco shareholders approved an amended and restated shareholder protection rights plan (the "2004 Rights Plan") which is a successor to similar plans which have been in place since 1989. The Plan was adopted by shareholders as a mechanism to ensure that in the event of an unsolicited offer there would be adequate time to appropriately evaluate the offer and to explore alternatives to maximize value. 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.