Macfarlanes wins European role for Brazilian Corus bid

Macfarlanes and Wall Street firm Cravath Swaine & Moore have secured key roles on a £4.3bn counter-bid for Corus, in an intensifying battle for the Anglo-Dutch steelmaker.

Brazilian group Companhia Siderúrgica Nacional (CSN) made a last-minute offer to trump that of Indian giant Tata in October. CSN and Corus held failed talks in 2002.

CSN instructed Macfarlanes as its European counsel, with corporate partners Charles Martin, Graham Gibb and Julian Howard, and head of debt finance Tim Lewis leading the team. Cravath Swaine & Moore is advising CSN on US aspects of the deal, with M&A partners David Mercado and Peter Wilson leading.

Slaughter and May won the high-profile Corus instruction, under corporate partner Anthony Newhouse and Andrew Balfour on the finance side. De Brauw Blackstone Westbroek is advising Corus on Dutch law aspects and Shearman & Sterling is lead counsel on US law aspects and all competition issues.

Meanwhile, Tata Steel UK instructed Herbert Smith for its offer, under corporate partners David Paterson and Malcolm Lombers, with assistance from senior corporate consultant, Nimi Patel, who has been instrumental in building the firm’s relationship with the Indian company. Its alliance firm Stibbe is advising on the Dutch aspects.

Tata made a 455p-a-share cash tender for Corus, while CSN is looking at a possible 475p-a-share cash offer. Tata’s offer will be put to Corus shareholders for consideration on 4 December. Corus was open enough to approaches from its old suitor to open its books to CSN over the weekend to start due diligence.

It is understood that the Brazilians will look to sweeten the deal by arguing that CSN has unlimited access to iron ore, the prime component of steel, while Tata will not be allowed to import iron ore to Europe because of strict Indian regulations. CSN’s supply, they say, will protect Corus’ employees’ jobs in the UK and Holland.

CSN is financing its bid through £4bn of debt, provided by Goldman Sachs, BNP Paribas and Barclays, with the rest coming from CSN equity. Its main financial adviser is Lazard, which has not instructed outside counsel as yet.