CARMAGNOLA, Italy, March 2 /CNW/ - Teksid Aluminum Luxembourg S.a r.l.,
S.C.A. (the "Company") announced today that it has commenced a solicitation of
consents from each holder of its outstanding 11.375% Senior Notes due 2011
(the "Senior Notes") pursuant to a consent solicitation statement dated
March 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 March 8, 2007, unless extended or earlier terminated (the
"Expiration Date"). In order to execute a supplemental indenture giving effect
to the proposed amendments (the "Supplemental Indenture"), consents from
holders of at least a majority of the then aggregate outstanding principal
amount of Senior Notes (the "Requisite Consents") must be obtained on or prior
to the Expiration Date. Once the Company receives the Requisite Consents, it
will execute the Supplemental Indenture.
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.
The Company is making the consent solicitation in connection with 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. As previously announced, the Company has been negotiating with Nemak to
amend the terms of the Nemak Sale. Under the terms of the letter of
understanding with Nemak as to the proposed terms of an amended Nemak Sale,
the Company would sell its operations in North America and South America and
30% of its equity interests in a joint venture, Nanjing Teksid Aluminum
Foundry, in the initial closing (the "First Nemak Sale") and would sell its
operations in Poland and the remaining 40% equity interests in Nanjing Teksid
Aluminum Foundry in one or more subsequent closings. However, the letter of
understanding with Nemak places Nemak under no obligation to consummate a
transaction until a definitive agreement to amend the transaction has been
executed. Closing of the amended Nemak transaction is subject to various
conditions, including the receipt of the Requisite Consents by the Company and
other customary conditions, including regulatory approvals.
The proposed indenture amendments would permit the Nemak Sale, as it is
proposed to be amended, and 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 Statement. The advisors to the adhoc committee of bondholders
have informed us that holders of approximately 55% of the outstanding
principal amount of Senior Notes have indicated that they will provide their
consent in the Consent Solicitation. Assuming these holders do consent as they
have indicated, the Requisite Consents will be obtained.
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, and 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."
In addition, for further information please contact: Lazard Freres & Co.
LLC (30 Rockefeller Plaza, New York, New York 10020, U.S.A., Attention:
Investment Banking Department, Tel: +1-(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. (One Canada Square, London E14 5AL, England, Attention:
Corporate Trust Administration, e-mail: firstname.lastname@example.org, Tel:
+44-207-964-6461), in their capacity as Information Agent and Tabulation Agent
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: Investor Relations at (248) 304-4001 or email