Teksid Aluminum Luxembourg S.a r.l., S.C.A. Announces an Amendment to Tender Offer Statement, Dated October 18, 2007



    HAMILTON, Bermuda, Nov. 16 /CNW/ - Teksid Aluminum Luxembourg S.a 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.





For further information:

For further information: Investor Relations,
investorinfo@teksidaluminum.net, (248) 304-4004

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