- Teksid Aluminum Luxembourg S.a r.l., S.C.A.
CARMAGNOLA, Italy, Aug. 3 /CNW/ - Teksid Aluminum Luxembourg S.a r.l.,
S.C.A. (the "Company") announced that on August 3, 2007 it amended its consent
solicitation statement, dated August 2, 2007 (the "Statement"). The Company
announced that on August 3, 2007 it entered into Amendment No. 1 to the Fiat
Sale Agreement ("Amendment to the Fiat Sale Agreement") with Fiat Powertrain
and, as a result of corresponding revisions, entered into Amendment No. 1 to
the Escrow Agreement ("Amendment to the Escrow Agreement") with the other
parties thereto. Capitalized terms used but not defined herein shall have the
meanings set forth in the Statement.
As previously disclosed in the Statement, in connection with the Fiat
Sale Agreement, the Company executed the Escrow Agreement, which provides that
the Escrow Fiat Payments shall be held in escrow for a period of up to
18 months from the closing of the Fiat Sale and in accordance with the terms
of the Fiat Sale Agreement and the Escrow Agreement. The Amendment to the Fiat
Sale Agreement (and Amendment to the Escrow Agreement) reduce the amount of
the Escrow Fiat Payments from EUR5,000,000 to EUR2,000,000, with the remaining
sum of EUR3,000,000 of the Fiat Payments to be paid by, or on behalf of,
Teksid S.p.A. (a Fiat affiliate) to the Company at closing of the Fiat Sale.
The Amendment to the Escrow Agreement also provides that in the event that the
closing of the Fiat Sale does not occur and the Fiat Sale Agreement is
terminated or terminates pursuant to its terms, the Company's rights,
interests and claims with respect to unpaid portions of the Fiat Payments,
including amounts that would have been paid by Teksid S.p.A. to the escrow
agent, or the Company, as applicable, in the event of the Closing, shall
remain in full force and effect as against Teksid S.p.A., Fiat S.p.A. and any
other party from which the Company may seek relief in relation to the Fiat
In addition, pursuant to the Fiat Sale Agreement (and Escrow Agreement),
the Escrow Fiat Payment may be released prior to 18 months from the closing
date of the Fiat Sale upon certain events of release. The Amendment to the
Fiat Sale Agreement (and Amendment to the Escrow Agreement) amend such events
of release to include the date on which all transactions, receivables and
indebtedness between, to or from the Fiat Sold Companies, on the one hand, and
the Company's indirect subsidiaries organized in France (the "French
Entities"), on the other hand, required to be settled pursuant to the Fiat
Sale Agreement are settled either (*) as set forth in specific transaction steps
attached to the Fiat Sale Agreement or (y) in cash or by set off based on
principles of applicable law. Accordingly, upon consummation of the Fiat Sale
and, assuming settlement of such transaction, receivables and indebtedness
pursuant to (a) such transaction steps or (b) such payment in cash or set off,
the escrow agent is obligated to release the remaining EUR2,000,000 of the
Escrow Fiat Payment to the Company. Accordingly, the Company is hereby
amending the Statement to incorporate the additional items herein, including
disclosure in respect of the Amendment to the Fiat Sale Agreement and
Amendment to the Escrow Agreement, and all references to the Fiat Agreement
and Escrow Agreement in the Statement shall be deemed to refer to such
Agreements, as amended thereby or as otherwise contemplated by the Statement.
In addition, the Amendment to the Fiat Sale Agreement provides that the
Fiat Sale shall be consummated on August 8, 2007 (provided that the conditions
set forth in the Fiat Sale Agreement have been satisfied or otherwise waived)
and that the Fiat Sale Agreement may be terminated if the closing of the Fiat
Sale has not occurred on or prior to August 10, 2007.
Houlihan Lokey Howard & Zukin (Europe) Limited and Cadwalader, Wickersham
& Taft LLP, advisors to the ad hoc committee of holders, have advised the
Company that holders indicating ownership of a majority of the Senior Notes
have expressed agreement in principle to (i) the Fiat Sale and the
transactions contemplated thereby (including the repayment or settlement of
intercompany obligations) and (ii) the extension of time by which the required
offers to purchase are to be made. Assuming those holders do consent as they
have indicated, the Requisite Consents will be obtained. As soon as the
Requisite Consents are obtained, the Company intends to execute the Fifth
Holders who consent at or prior to the execution of the Fifth
Supplemental Indenture may revoke their consents at any time prior to the
execution of the Fifth Supplemental Indenture, but not thereafter. 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 the
Fifth Supplemental Indenture requires the receipt of Requisite Consents of at
least a majority of the then aggregate outstanding principal amount of Senior
Notes on or prior to the Expiration Date.
By delivering their consents, holders of Senior Notes are consenting to:
(i) the Fiat Sale (as amended); (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 French
Entities; (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 and the
Escrow Amount 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.
This press release shall be deemed to amend and supplement the Statement
and should be read together with the Statement. All references to and
requirements regarding the Statement contained in any document in connection
with the Consent Solicitation shall be deemed to refer to the Statement, as
amended and supplemented by this press release. Except as set forth herein,
all terms and conditions of the Consent Solicitation remain unchanged and in
full force and effect.
As soon as the Requisite Consents are obtained, the Company intends to
execute the Fifth 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 Fifth 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 further 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 deciding whether to participate in the Consent Solicitation, each
Holder should consider carefully, in addition to the other information
contained or incorporated by reference in the Statement, the risks and
consequences in "Certain Significant Considerations" in 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 August 2, 2007 as amended by this press release.
You should read the Statement before making a decision whether to deliver
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