CARMAGNOLA, Italy, Aug. 2 /CNW/ - Teksid Aluminum Luxembourg S.a r.l.,
S.C.A. (the "Company") announced that on August 2, 2007 it commenced a
solicitation of consents from each holder of its outstanding 11 3/8% Senior
Notes due 2011 (the "Senior Notes") pursuant to a consent solicitation
statement dated August 2, 2007 (the "Statement"), to implement proposed
amendments to the indenture governing the Senior Notes (the "Indenture"). 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 a
supplemental indenture giving effect to the proposed amendments (the
"Supplemental Indenture") requires the receipt of consents of at least a
majority of the then aggregate outstanding principal amount of Senior Notes
(the "Requisite Consents") on or prior to the Expiration Date.
Noteholders who consent at or prior to the execution of the Supplemental
Indenture may revoke their consents at any time prior to the execution of the
Supplemental Indenture, but not thereafter.
By delivering their consents, Noteholders are consenting to: (i) allow
the sale of Teksid Aluminum S.r.l. and, indirectly, its subsidiary Teksid
Aluminum Getti Speciali S.r.l., (the "Fiat Sold Companies") to Fiat Powertrain
Technologies S.p.A.(the "Fiat Sale") pursuant to an agreement dated July 25,
2007 (as such agreement may be amended in accordance with the terms of the
Statement); (ii) allow the repayment or settlement of certain intercompany
obligations, including the obligations owed by the Company and TK
Aluminum-Luxembourg Finance S.a r.l. to the Fiat Sold Companies and the
obligations owed by the Fiat Sold Companies to certain of the Company's
indirect subsidiaries organized under the laws of France; (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 (as defined in the Indenture) and the
Escrow Amount (as defined in the Indenture) 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.
As soon as the Requisite Consents are obtained, the Company intends to
execute the 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 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 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."
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. 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: and for copies of the Statement 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: email@example.com or firstname.lastname@example.org, Tel: +44-207-964-6873
or +44-207-964-8873, in their capacity as Information Agents and Tabulation
Agents in Luxembourg.