HAMILTON, Bermuda, Sept. 25 /CNW/ - Teksid Aluminum Luxembourg S.a r.l.,
S.C.A. (the "Company") announced that on September 25, 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 September 25, 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 October 1, 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 the Proposed
Amendments to the Indenture that will amend the Indenture to, among other
things: (i) allow the sale of Teksid Deutschland GmbH and TK Aluminum-France
S.A.S. and, indirectly, the latter's subsidiaries Teksid France S.A.S.,
Metaltemple S.A.S., Fonderie Aluminium Cleon S.A.S. and Fonderie du Poitou
Aluminium S.A.S. (the "French Subsidiaries") to Bavariaring 0906 GmbH; (ii)
allow settlement, write-off, or other extinguishment of certain intercompany
obligations, including the obligations owed by the Company to certain of the
French Subsidiaries and the obligations owed by certain of the French
Subsidiaries to certain of the Company's remaining subsidiaries; and (iii)
allow the Company to capitalize or convert to equity that certain intercompany
loan in the aggregate amount of approximately EUR135 million, which amount
includes accrued and unpaid interest, owed by TK Aluminum-France S.A.S. to the
Houlihan Lokey Howard & Zukin (Europe) Limited and Cadwalader, Wickersham
& Taft LLP, advisors to the ad hoc committee of Holders, have advised the
Company that they believe Holders will give the Requisite Consents in support
of the Proposed Amendments. 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 September 25, 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 and/or firstname.lastname@example.org, Tel:
+44-207-964-6873 and/or +44-207-964-8873, in their capacity as Information
Agents and Tabulation Agents in Luxembourg