HAMILTON, Bermuda, November 16 /PRNewswire/ -- Teksid Aluminum Luxembourg S.Ã r.l., S.C.A. (the "Company") announced today that it amended and supplemented its offer (the "Original Tender Offer") to purchase for cash up to EUR17,550,000.00 aggregate principal amount of its outstanding 11 3/8% Senior Notes due 2011 (the "Senior Notes"), made pursuant to a tender offer statement, dated October 18, 2007 (the "Original Tender Offer Statement"). Pursuant to a supplement, dated November 16, 2007 (the "Supplement"), the Company revised the Original Tender Offer to, among other things, reduce the amount of the offer to purchase Senior Notes, and offer, upon the terms and subject to the conditions set forth in the Supplement, to purchase for cash up to EUR5,271,000.00 aggregate principal amount of Senior Notes (the "Amended Tender Offer"). The Company will not spend more than EUR5,525,225.25 in the aggregate to purchase Senior Notes at par in the Amended Tender Offer, which amount includes the payment of 100% of the principal amount of the outstanding Senior Notes (the "Purchase Price") and the accrued and unpaid interest thereon from the most recent payment of interest preceding the Payment Date (as defined below) up to, but not including, the Payment Date (the "Accrued Interest," and together with the Purchase Price, the "Tender Offer Consideration").
In connection with the Amended Tender Offer, at the request of the advisors to the ad hoc committee of holders of Senior Notes, the Company also amended the Original Tender Offer Statement to incorporate a solicitation of consents from each holder of Senior Notes (the "Consent Solicitation" and together with the Amended Tender Offer, the "Offer"), upon the terms and conditions set forth in the Supplement, to implement certain proposed amendments (the "Proposed Amendments") to the indenture governing the Senior Notes, as amended (the "Indenture").
The Offer will expire at 10:00 a.m., New York City time (3:00 p.m., London time), on December 3, 2007, unless further extended or earlier terminated (the "Expiration Date").
By delivering their consents, holders of Senior Notes are consenting to the Proposed Amendments to the Indenture that would amend the Indenture to, among other things: (i) replace the obligation to make an offer to purchase Senior Notes with the cash proceeds of each Subsequent Nemak Sale (as defined in the Indenture), the Fiat Payments (as defined in the Indenture), the Escrow Fiat Payments (as defined in the Indenture) and the Escrow Amount (as defined in the Nemak Sale Agreement (as defined below)), in each case less certain permitted deductions pursuant to the Indenture, with an obligation of the Company to make the Amended Tender Offer; (ii) provide that an amount necessary to pay the interest projected to be due and unpaid on the Senior Notes as of January 15, 2008 (the "January Interest Payment") would be required to be irrevocably deposited with The Bank of New York, in its capacity as escrow agent, on or following the Acceptance Date (as defined herein) and used by The Bank of New York (as escrow agent) on January 15, 2008 to pay the January Interest Payment pursuant to the terms of that certain escrow agreement between the Company and The Bank of New York, as escrow agent (the "January Interest Escrow Agreement"); (iii) allow Senior Notes in denominations of EUR1,000 (instead of the current EUR50,000 denominations) tendered pursuant to the Amended Tender Offer or any subsequent offers to purchase to be accepted for purchase; (iv) provide for the release and waiver, to the fullest extent permissible under applicable law, of all claims, obligations, suits, judgments, damages, demands, rights, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, whether then existing or arising after the date of the Supplemental Indenture (as defined below), in law, equity or otherwise, that arise from any act or omission, transaction, event or other occurrence or non-occurrence relating to any transaction consented to by holders of a majority of the then outstanding aggregate principal amount of Senior Notes pursuant to the Company's consent solicitation statements dated March 2, 2007, June 1, 2007, July 12, 2007, August 2, 2007 (and the supplement relating thereto dated August 6, 2007), September 25, 2007 and the Consent Solicitation included in the Supplement, against the following persons in their respective capacities as such: (a) the present and former directors, officers, professionals, agents, advisors and employees of the Parent Guarantor (as defined in the Indenture), the Trustee (as defined below), the Company, any present or former Note Guarantor (as defined in the Indenture) and/or any other direct or indirect subsidiary or affiliate of the Parent Guarantor; (b) the present or former shareholders of the Parent Guarantor; (c) the present or former members of the ad hoc committee of holders of Senior Notes; and (d) the present and former professionals, affiliates, partners, employees, agents, members, shareholders and/or advisors (including any attorneys, financial advisors, investment bankers, consultants and other professionals retained by such persons) of each of the parties listed in clauses (a), (b), and (c) and each of the present and former directors, officers, agents, employees, partners, members, shareholders and affiliates of the parties included in this clause (d) (the "Release"); and (v) provide, to the fullest extent permissible under applicable law, that acceptance of the January Interest Payment by a holder of Senior Notes shall be deemed an affirmative acceptance of the Release by such holder.
Adoption of the Proposed Amendments and execution of a seventh supplemental indenture giving effect to the Proposed Amendments (the "Supplemental Indenture") requires the receipt of consents of at least a majority of the then outstanding aggregate principal amount of Senior Notes (the "Requisite Consents") on or prior to the Expiration Date. On the terms and subject to the conditions of the Offer, if the Company receives the Requisite Consents, it expects to promptly execute (the time of such execution, the "Execution Time") the Supplemental Indenture with the Note Guarantors (as defined in the Indenture) and The Bank of New York, as the trustee (the "Trustee"), giving effect to the Proposed Amendments. The Supplemental Indenture shall take effect at the Execution Time, provided, however, that the Proposed Amendments will not become operative unless and until the date that the Company accepts for payment the Senior Notes representing the Requisite Consents (such date, the "Acceptance Date"). The Proposed Amendments will become operative in accordance with their terms and binding on all holders of Senior Notes, including non-consenting holders, immediately upon the Acceptance Date (provided that the Release shall take effect immediately upon the later of: 1) the effectiveness of the Proposed Amendments and 2) the irrevocable deposit of the January Interest Payment pursuant to the January Interest Escrow Agreement).
Each holder who validly delivers consents to the Proposed Amendments is consenting to the Proposed Amendments in their entirety, including the Release. Holders may not tender their Senior Notes without delivering their consents to the Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering their Senior Notes in the Amended Tender Offer. In addition, each holder's delivery of its consent shall constitute such holder's affirmative acceptance of the Release, subject to the execution of the Supplemental Indenture, on behalf of such holder and each of its affiliates, officers, directors, employees, successors, assigns, partners, members and agents.
Each holder who validly tenders (and does not validly withdraw) its Senior Notes and delivers its consents on or prior the Expiration Date shall, subject to the terms and conditions set forth in the Supplement, receive the Tender Offer Consideration on a date promptly following the Acceptance Date (the "Payment Date") and shall be deemed to consent to the Proposed Amendments in their entirety, including the Release. The Payment Date is expected to be two business days after the Expiration Date.
Holders who tender and consent prior to the Execution Time may withdraw their tenders and revoke their concurrent consents at any time prior to the Execution Time, but not thereafter, except as provided in the Supplement, unless the Offer is terminated without any Senior Notes being purchased thereunder. Holders of Senior Notes who tender and consent after the Execution Time may not withdraw their tenders and/or revoke their consents at any time, unless required by applicable law. A valid withdrawal of tendered Senior Notes by a holder prior to the Execution Time will constitute the concurrent valid revocation of such holder's related consent. In order for a holder to revoke a consent, such holder must withdraw the related tendered Senior Notes. In addition, all Senior Notes tendered prior to the date of the Supplement shall be automatically released and all instructions accompanying such Senior Notes will be revoked. In order to tender their Senior Notes, such holders must tender their Senior Notes pursuant to a NEW electronic consent instruction in accordance with the terms contained in the Supplement. For information regarding the Offer, including procedures for tendering and consenting with respect to Senior Notes, please refer to the section of the Supplement entitled "Procedures for Tendering Senior Notes and Delivering Consents."
The Company is also amending and supplementing the Original Tender Offer Statement to include certain information regarding the Settlement Agreement (as defined below). As disclosed in the Supplement, in connection with potential post-closing date purchase price adjustments, pursuant to Section 3.3(b) of that certain amended and restated purchase and sale agreement, dated as of March 13, 2007 (the "Nemak Sale Agreement"), by and among the Company, Tenedora Nemak, S.A. de C.V. and other parties thereto, as previously disclosed, the Company executed the Escrow Agreement (as defined in the Nemak Sale Agreement), which provided for cash proceeds of US$20 million and US$5 million to be held in escrow at the closing of each of the First Nemak Sale (as defined in the Indenture) and the sale of Teksid Aluminium Poland Sp.z o.o., respectively, to fund, in favor of Nemak, potential shortfalls of working capital or excess net debt at such closings. As contemplated by Section 3.3(b)(v) of the Nemak Sale Agreement, the parties have engaged in negotiations and discussions in an effort to resolve certain disputes related to the post-closing date purchase price adjustments pursuant to Section 3.3(b) of the Nemak Sale Agreement. Accordingly, the Company and certain of its affiliates have entered into a settlement agreement with Nemak, dated as of November 14, 2007 (the "Settlement Agreement"), pursuant to which the parties agreed to instruct the Escrow Agent (as defined in the Escrow Agreement (as defined in the Nemak Sale Agreement)), to deliver an amount equal to US$3.5 million, less applicable withholding taxes (such amount, the "Escrow Proceeds") to the Company and the remaining portion of the Escrow Amount to Nemak.
Pursuant to the Indenture, the Company is obligated to make an offer to purchase Senior Notes no later than ten business days after the receipt by the Company of any return of the Escrow Amount, the amount of which offer shall be equal to the escrow proceeds less certain permitted deductions pursuant to the Indenture. Assuming the Company receives the escrow proceeds, as provided in the Settlement Agreement, after giving effect to such permitted deductions, the amount that would be required to be tendered would be a negative amount. Accordingly, the Company is not required pursuant to the Indenture to make an offer to purchase Senior Notes with the Escrow Proceeds nor include any portion of the Escrow Proceeds in the Amended Tender Offer or any future offers to purchase Senior Notes. The Escrow Proceeds will constitute a portion of the approximately US$9.2 million retained by the Company and its affiliates following the completion of the Amended Tender Offer and the deposit of an amount necessary to pay the January Interest Payment, pursuant to the terms of the January Interest Payment Agreement, to fund the ongoing wind-down costs of such entities.
The Company will not spend more than EUR5,525,225.25 in the aggregate to purchase its outstanding Senior Notes at par in the Amended Tender Offer, which amount includes the payment of the Purchase Price and Accrued Interest. The Tender Offer Consideration offered to holders of Senior Notes in the Amended Tender Offer is the result of the cash proceeds of the Fiat Payments (as defined in the Indenture) and the Escrow Fiat Payments (as defined in the Indenture), in each case less certain amounts pursuant to the Indenture and less the January Interest Payment. In addition, the Amended Tender Offer includes an amount of EUR775,225.25, which amount was included in the offer to purchase Senior Notes by the Company pursuant to the Company's tender offer statement, dated as of March 29, 2007, but for which tendered Senior Notes were not accepted for purchase by the Trustee due to the proration applied to the aggregate nominal amount of such Senior Notes. The Tender Offer Consideration offered to holders in the Amended Tender Offer does not include any proceeds from the Subsequent Nemak Sales (as defined in the Indenture) or the Escrow Proceeds, as such proceeds, after giving effect to the permitted deductions pursuant to the Indenture, are a negative amount.
The completion of the Offer 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 Supplemental Indenture, and certain other general conditions described in the Supplement.
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 Offer in its sole discretion. In addition, the Company expressly reserves the right, in its sole discretion and subject to applicable law to (1) terminate the Offer prior to the Expiration Date and not accept for payment any Senior Notes not theretofore accepted for payment pursuant to the Offer, (2) waive on or before the Expiration Date any or all of the conditions to the Offer, (3) extend the Expiration Date, and (4) otherwise amend the terms of either or both the Amended Tender Offer and the Consent Solicitation in any respect. The foregoing rights are in addition to the right to delay acceptance for payment of Senior Notes tendered pursuant to the Offer in order to comply with any applicable law, subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended, which requires that the Company pay the consideration offered or return the Senior Notes deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of the Offer.
In deciding whether to participate in the Offer, each holder of Senior Notes should consider carefully, in addition to the other information contained or incorporated by reference in the Supplement, the risks and consequences described in the Supplement under "Certain Significant Considerations." Except as set forth in the Supplement, all terms and conditions of the Original Tender Offer remain unchanged and in full force and effect.
In addition, for further information and for copies of the Supplement please contact: The Bank of New York and The Bank of New York (Luxembourg) S.A. at One Canada Square, London E14 5AL, England, Attention: Corporate Trust Administration, e-mail: eventsadmin@bankofny.com or +44-207-964-8849, in their capacity as Information Agents and Tender Agents.
This announcement is for informational purposes only and does not constitute an invitation to participate in the Offer 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 Offer is made only by the Original Tender Offer Statement dated October 18, 2007, as amended and suplemented by the Supplement dated November 16, 2007. You should read both the Original Tender Offer Statement and the Supplement before making a decision whether to tender the Senior Notes.
This press release shall not constitute an offer to buy or solicitation of an offer to sell, nor shall there be any purchase or sale of the Senior Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws relating to the Offer. 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 Supplement.
