CARMAGNOLA, Italy, March 8 /CNW/ - Teksid Aluminum Luxembourg S.a r.l.,
S.C.A. (the "Company") announced that, as of 12:00 P.M., New York City time
(5:00 P.M., London time), on Wednesday, March 7, 2007, consents representing
approximately 62% of the EUR240,000,000 aggregate principal amount of its
outstanding 11.375% Senior Notes due 2011 (the "Senior Notes") have been
validly delivered pursuant to its previously announced solicitation of
consents to implement proposed amendments to the indenture governing the
Senior Notes (the "Indenture").
Consequently, the Company has the requisite consents from holders of
Senior Notes required by the Indenture to execute a supplemental indenture
giving effect to the proposed amendments to the Indenture (the "Supplemental
The consent solicitation expires today, March 8, 2007 at 10:00 A.M., New
York City time (3:00 P.M., London time). The Company may, subject to certain
restrictions, amend, extend or terminate the consent solicitation at any time
in its sole discretion.
The proposed indenture amendments (i) permit the previously announced
sale (the "Nemak Sale") of certain assets and operations to Tenedora Nemak,
S.A. de C.V. ("Nemak"), a subsidiary of Alfa, S.A.B. de C.V. on such amended
terms as the Company may negotiate, as long as certain conditions outlined in
proposed amendments are satisfied; and (ii) implement the other terms that
were agreed to with the financial and legal advisors to the adhoc committee of
Noteholders, which were previously announced in the Company's February 27,
2007 press release. The proposed indenture amendments and terms of the consent
solicitation are described in the Consent Solicitation Statement dated March
2, 2007 (the "Statement").
The Company has executed a term sheet with Nemak indicating revised terms
for the Nemak Sale, taking into account the most current circumstances. The
Company continues to work with Nemak to finalize definitive documentation
consistent with these terms and consummate the Nemak Sale. The term sheet with
Nemak places Nemak under no obligation to consummate the Nemak Sale until a
definitive agreement to amend the transaction has been executed. Failure to
close the Nemak Sale could materially and adversely affect the Company's
ability to continue trading. Closing of the amended Nemak Sale is subject to
various conditions, including the execution of the Supplemental Indenture and
other customary conditions, including regulatory approvals.
The completion of the consent solicitation is subject to, among other
things, the due execution of the 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 time or at various times prior to the expiration of the consent
solicitation in its sole discretion.
For information regarding the consent solicitation or the proposed
amendments to the Indenture, please refer to 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 March 2, 2007. 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.
For further information:
For further information: Lazard Freres & Co. LLC, Tel: (212) 632-6000 or
1-800-LAZ-F144 (toll-free), in its capacity as the Consent Solicitation Agent;
Copies of the Statement may be obtained from The Bank of New York and The Bank
of New York (Luxembourg) S.A., e-mail: firstname.lastname@example.org, Tel:
+44-207-964-6461), in their capacity as Information Agent and Tabulation Agent