CARMAGNOLA, Italy, August 3 /PRNewswire/ --
- Teksid Aluminum Luxembourg S.Ã r.l., S.C.A.
Teksid Aluminum Luxembourg S.Ã r.l., S.C.A. (the "Company") announced that on August 3, 2007 it amended its consent solicitation statement, dated August 2, 2007 (the "Statement"). The Company announced that on August 3, 2007 it entered into Amendment No. 1 to the Fiat Sale Agreement ("Amendment to the Fiat Sale Agreement") with Fiat Powertrain and, as a result of corresponding revisions, entered into Amendment No. 1 to the Escrow Agreement ("Amendment to the Escrow Agreement") with the other parties thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Statement.
As previously disclosed in the Statement, in connection with the Fiat Sale Agreement, the Company executed the Escrow Agreement, which provides that the Escrow Fiat Payments shall be held in escrow for a period of up to 18 months from the closing of the Fiat Sale and in accordance with the terms of the Fiat Sale Agreement and the Escrow Agreement. The Amendment to the Fiat Sale Agreement (and Amendment to the Escrow Agreement) reduce the amount of the Escrow Fiat Payments from EUR5,000,000 to EUR2,000,000, with the remaining sum of EUR3,000,000 of the Fiat Payments to be paid by, or on behalf of, Teksid S.p.A. (a Fiat affiliate) to the Company at closing of the Fiat Sale. The Amendment to the Escrow Agreement also provides that in the event that the closing of the Fiat Sale does not occur and the Fiat Sale Agreement is terminated or terminates pursuant to its terms, the Company's rights, interests and claims with respect to unpaid portions of the Fiat Payments, including amounts that would have been paid by Teksid S.p.A. to the escrow agent, or the Company, as applicable, in the event of the Closing, shall remain in full force and effect as against Teksid S.p.A., Fiat S.p.A. and any other party from which the Company may seek relief in relation to the Fiat Payments.
In addition, pursuant to the Fiat Sale Agreement (and Escrow Agreement), the Escrow Fiat Payment may be released prior to 18 months from the closing date of the Fiat Sale upon certain events of release. The Amendment to the Fiat Sale Agreement (and Amendment to the Escrow Agreement) amend such events of release to include the date on which all transactions, receivables and indebtedness between, to or from the Fiat Sold Companies, on the one hand, and the Company's indirect subsidiaries organized in France (the "French Entities"), on the other hand, required to be settled pursuant to the Fiat Sale Agreement are settled either (x) as set forth in specific transaction steps attached to the Fiat Sale Agreement or (y) in cash or by set off based on principles of applicable law. Accordingly, upon consummation of the Fiat Sale and, assuming settlement of such transaction, receivables and indebtedness pursuant to (a) such transaction steps or (b) such payment in cash or set off, the escrow agent is obligated to release the remaining EUR2,000,000 of the Escrow Fiat Payment to the Company. Accordingly, the Company is hereby amending the Statement to incorporate the additional items herein, including disclosure in respect of the Amendment to the Fiat Sale Agreement and Amendment to the Escrow Agreement, and all references to the Fiat Agreement and Escrow Agreement in the Statement shall be deemed to refer to such Agreements, as amended thereby or as otherwise contemplated by the Statement.
In addition, the Amendment to the Fiat Sale Agreement provides that the Fiat Sale shall be consummated on August 8, 2007 (provided that the conditions set forth in the Fiat Sale Agreement have been satisfied or otherwise waived) and that the Fiat Sale Agreement may be terminated if the closing of the Fiat Sale has not occurred on or prior to August 10, 2007.
Houlihan Lokey Howard & Zukin (Europe) Limited and Cadwalader, Wickersham & Taft LLP, advisors to the ad hoc committee of holders, have advised the Company that holders indicating ownership of a majority of the Senior Notes have expressed agreement in principle to (i) the Fiat Sale and the transactions contemplated thereby (including the repayment or settlement of intercompany obligations) and (ii) the extension of time by which the required offers to purchase are to be made. Assuming those holders do consent as they have indicated, the Requisite Consents will be obtained. As soon as the Requisite Consents are obtained, the Company intends to execute the Fifth Supplemental Indenture.
Holders who consent at or prior to the execution of the Fifth Supplemental Indenture may revoke their consents at any time prior to the execution of the Fifth Supplemental Indenture, but not thereafter. The consent solicitation will expire at 10:00 a.m., New York City time (3:00 p.m., London time), on August 8, 2007, unless extended or earlier terminated (the "Expiration Date"). Adoption of the proposed amendments and execution of the Fifth Supplemental Indenture requires the receipt of Requisite Consents of at least a majority of the then aggregate outstanding principal amount of Senior Notes on or prior to the Expiration Date.
By delivering their consents, holders of Senior Notes are consenting to: (i) the Fiat Sale (as amended); (ii) allow the repayment or settlement of certain intercompany obligations, including the obligations owed by the Company and TK Aluminum-Luxembourg Finance S.Ã r.l. to the Fiat Sold Companies and the obligations owed by the Fiat Sold Companies to certain of the French Entities; (iii) permit the transfer of the quotas held by the Company in Teksid Aluminum Getti Speciali S.r.l. to Teksid Aluminum S.r.l.; (iv) extend the time by which an offer to purchase Senior Notes with the proceeds of the sales of each of Teksid Aluminum Poland Sp. z o.o., the Company's indirectly held minority equity interest in Nanjing Teksid Aluminum Foundry and the Company's equity interest in Cevher Dokum Sanayi A.S. is to be made to no later than October 15, 2007; and (v) extend the time by which an offer to purchase Senior Notes with the proceeds of each of the Fiat Payment and the Escrow Amount is to be made to no later than ten (10) business days after receipt of such payments, but in no event prior to October 15, 2007.
This press release shall be deemed to amend and supplement the Statement and should be read together with the Statement. All references to and requirements regarding the Statement contained in any document in connection with the Consent Solicitation shall be deemed to refer to the Statement, as amended and supplemented by this press release. Except as set forth herein, all terms and conditions of the Consent Solicitation remain unchanged and in full force and effect.
As soon as the Requisite Consents are obtained, the Company intends to execute the Fifth Supplemental Indenture.
There will not be any consent fee offered to holders of Senior Notes in conjunction with the consent solicitation.
The completion of the Consent Solicitation is subject to, among other things, the following conditions: the valid receipt, prior to the Expiration Date, of the Requisite Consents, the due execution of the Fifth Supplemental Indenture, and certain other general conditions described in the Statement.
These conditions are for the Company's sole benefit and the Company may waive them in whole or in part at any or at various times prior to the expiration of the consent solicitation in its sole discretion. In addition, subject to the terms set forth in the Statement, the Company expressly reserves the right, but will not be obligated, at any time or from time to time, on or prior to the Expiration Date, to extend or further amend the consent solicitation in any respect, subject to applicable law.
For information regarding the Consent Solicitation, please refer to the Statement, including the procedures described in the Statement under "Procedures for Delivering Consents."
In deciding whether to participate in the Consent Solicitation, each Holder should consider carefully, in addition to the other information contained or incorporated by reference in the Statement, the risks and consequences in "Certain Significant Considerations" in the Statement.
This announcement is for informational purposes only and does not constitute an invitation to participate in the consent solicitation in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required to inform themselves about, and to observe any such restrictions. The consent solicitation is made only by the Statement dated August 2, 2007 as amended by this press release. You should read the Statement before making a decision whether to deliver consents.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws relating to the consent solicitation. These statements are based upon management's current expectations and beliefs and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company's control and the risk factors and other cautionary statements discussed in the Statement.
