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| August 9, 2007 |
Financial |
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| Teksid Aluminum Luxembourg S.à r.l., S.C.A. Receives Requisite Consents to
Amendments to the Indenture; Completed Sale of its Italian Operations to Fiat Powertrain Technologies S.p.A. |
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Carmagnola, Italy, August 9, 2007 — Teksid Aluminum Luxembourg S.à 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 Tuesday, August 7, 2007, consents representing approximately 52% of the €205,598,000 aggregate principal amount of its outstanding 11⅜% Senior Notes due 2011 (the “Senior Notes”) have been validly delivered pursuant to its previously announced solicitation of consents pursuant to a consent solicitation statement, dated as of August 2, 2007, as amended on August 3, 2007 (the “Statement”), to implement certain proposed amendments (as described below) to the indenture governing the Senior Notes (the “Indenture”). Consequently, the Company, the note guarantors and the trustee executed a supplemental indenture (the “Supplemental Indenture”) on Tuesday, August 7, 2007. Accordingly, the proposed amendments have become operative in accordance with their terms.
The consent solicitation expired on Wednesday, August 8, 2007 at 10:00 A.M., New York City time (3:00 P.M., London time) at which time consents representing approximately 78% of Senior Notes had been validly delivered.
The indenture amendments: (i) allow the sale of Teksid Aluminum S.r.l. and, indirectly, its subsidiary Teksid Aluminum Getti Speciali S.r.l.(together with Teksid Aluminum 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 amended on August 3, 2007 (the “Fiat Sale Agreement”) (as such agreement may be further 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.à 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 (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 (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.
In addition the Company announced today that on August 8, 2007 it completed the Fiat Sale on the previously disclosed terms set forth in the Statement.
Pursuant to the terms of the Fiat Sale Agreement, Fiat Powertrain purchased the Fiat Sold Companies for €100, subject to certain conditions, including a €10 million cash payment from the Company to the Fiat Sold Companies.
The Company received €13 million of the €18 million Fiat Payment (as defined in the Indenture). As previously disclosed, in connection with the Fiat Sale Agreement, the Company executed an escrow agreement, dated July 25, 2007, as amended on August 3, 2007 (the “Fiat Escrow Agreement”), which provides that (i) €2 million of the remaining €5 million of the Fiat Payment 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 Fiat Escrow Agreement and (ii) the remaining €3 million of the Fiat Payment would be paid to the Company at the closing of the Fiat Sale. The Escrow Fiat Payment may be released prior to 18 months from the closing date of the Fiat Sale upon certain events of release. Such events of release include the date on which all transactions, receivables and indebtedness between, to or from the Fiat Sold Companies, on the one hand, and certain of the French Entities, on the other hand, required to be settled pursuant to the Fiat Sale Agreement are settled either (x) 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. In connection with the closing of the Fiat Sale, the remaining €3 million of the Fiat Payment was paid and the €2 million held in escrow was released to the Company pursuant to the terms of the Escrow Agreement.
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:phoward@bankofny.com and/or alexshaw@bankofny.com, Tel: +44 207 964 6873 and/or +44 207 964 8873, in their capacity as Information Agents and Tabulation Agents in Luxembourg.
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 was made only by the Statement dated August 2, 2007, as amended.
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.
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