AMG announces voluntary tender offer for Graphit Kropfmühl
(Thomson Reuters ONE) -
Amsterdam, 29 February 2012 --- AMG Advanced Metallurgical Group N.V.'s, ("AMG",
EURONEXT AMSTERDAM: "AMG") wholly owned subsidiary, AMG Invest GmbH ("AMG
Invest") has commenced the preparation of a voluntary public tender offer (the
"Voluntary Tender") pursuant to the German Securities Acquisition and Tender Act
to acquire all non-par value bearer shares in Graphit Kropfmühl AG, ("GK")
Hauzenberg, Germany. AMG Invest will publish the Voluntary Tender document
following approval of the German Federal Financial Supervisory Authority
("BaFin").
AMG Invest currently owns 88.15% of GK's shares. AMG Invest is offering ?31.75
per share for the 341,321 GK shares that it does not own. The ?31.75 price for
the GK shares is a 29% premium compared to the current market price and a 37%
premium to GK's fair market value as determined by Warth & Klein Grant Thornton
AG under the IDW Standard S1 of the Institute of Public Auditors in Germany.
The Voluntary Tender is expected to be completed during the second quarter of
2012. AMG intends to finance the Voluntary Tender from available balance sheet
resources.
Upon acquiring the required amount of GK shares outstanding, AMG intends to
initiate a squeeze out of the remaining minority shareholders with a goal to own
100% of GK. GK's vertically integrated high purity natural graphite business,
with mines in Europe, Asia and Africa, is a key component in the previously
announced formation of AMG Mining. Upon successful completion of the Voluntary
Tender, AMG will begin segment reporting of AMG Mining's financial results,
including the antimony mining, concentration and smelting operations in Turkey
and antimony trioxide operations in France, and the tantalum and niobium mining
operations in Brazil. The formation of this new operating structure will
streamline the management and financing of AMG Mining's vertical integration
expansion strategy.
Credit Facility Expansion
In conjunction with the Voluntary Tender, AMG is in the process of exercising
the incremental term and revolving facility feature of its primary multicurrency
term loan and revolving credit facility and securing approximately $62 million
in incremental credit from its banking consortium. Upon successful completion
of the Voluntary Tender, AMG's total credit facility will be a U.S. dollar
equivalent $377 million. The incremental borrowing costs are consistent with
those in the existing facility. The term of this facility remains the same,
with an April 2016 maturity date. Upon successful completion of the Voluntary
Tender, AMG intends to use the proceeds of the incremental facility to refinance
GK's existing $33.7 million debt facilities, of which $25.3 million was drawn as
of September 30, 2011, and to fund the squeeze out of minority shareholders.
Dr. Heinz Schimmelbusch, AMG's Chairman of the Management Board and CEO, said,
"This is the next step in AMG's stated objective to expand AMG's mine based
businesses and to simplify its corporate structure by consolidating all
operating activities under one public entity, AMG. This also will lead to
increased operational and financial flexibility and an elimination of
redundancies."
About AMG
AMG creates and applies innovative metallurgical solutions to the global trend
of sustainable development of natural resources and CO(2) reduction. AMG
produces highly engineered specialty metal products and advanced vacuum furnace
systems for the Energy, Aerospace, Infrastructure and Specialty Metals and
Chemicals end markets. AMG consists of two operating divisions, Advanced
Materials and Engineering Systems, and owns an interest in publicly-listed
Graphit Kropfmühl AG (Deutsche Börse: GKR.DE).
The Advanced Materials Division develops and produces specialty metals, alloys
and high performance materials. AMG is a significant producer of specialty
metals, such as ferrovanadium, ferronickel-molybdenum, aluminum master alloys
and additives, chromium metal and ferrotitanium, for Energy, Aerospace,
Infrastructure and Specialty Metal and Chemicals applications. Other key
products include specialty alloys for titanium and superalloys, coating
materials, tantalum and niobium oxides, vanadium chemicals and antimony
trioxide.
The Engineering Systems Division designs, engineers and produces advanced vacuum
furnace systems and operates vacuum heat treatment facilities, primarily for the
Aerospace and Energy (including solar and nuclear) industries. Furnace systems
produced by AMG include vacuum remelting, solar silicon melting and
crystallization, vacuum induction melting, vacuum heat treatment and high
pressure gas quenching, turbine blade coating and sintering. AMG also provides
vacuum case-hardening heat treatment services on a tolling basis.
Graphit Kropfmühl AG is a majority controlled, publicly listed subsidiary of
AMG. Based on its secure raw material sources in Africa, Asia and Europe,
Graphit Kropfmühl is a specialist in the production of silicon metal and the
extraction, processing and refining of natural crystalline graphite for a wide
range of energy saving industrial applications.
With over 3,000 employees, AMG operates globally with production facilities in
Germany, the United Kingdom, France, Czech Republic, United States, China,
Mexico, Brazil, Turkey, Poland, India and Sri Lanka and has sales and customer
service offices in Belgium, Russia and Japan (www.amg-nv.com).
For further information, please contact:
AMG Advanced Metallurgical Group N.V. +1 610 975 4901
Jonathan Costello
Vice President of Corporate Communications
jcostello(at)amg-nv.com
Disclaimer
Certain statements in this press release are not historical facts and are
"forward looking." Forward looking statements include statements concerning
AMG's plans, expectations, projections, objectives, targets, goals, strategies,
future events, future revenues or performance, capital expenditures, financing
needs, plans and intentions relating to acquisitions, AMG's competitive
strengths and weaknesses, plans or goals relating to forecasted production,
reserves, financial position and future operations and development, AMG's
business strategy and the trends AMG anticipates in the industries and the
political and legal environment in which it operates and other information that
is not historical information. When used in this press release, the words
"expects," "believes," "anticipates," "plans," "may," "will," "should," and
similar expressions, and the negatives thereof, are intended to identify forward
looking statements. By their very nature, forward looking statements involve
inherent risks and uncertainties, both general and specific, and risks exist
that the predictions, forecasts, projections and other forward looking
statements will not be achieved. These forward looking statements speak only as
of the date of this press release. AMG expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward looking
statement contained herein to reflect any change in AMG's expectations with
regard thereto or any change in events, conditions, or circumstances on which
any forward looking statement is based.
AMG announces voluntary tender offer for Graphit Kropfmühl
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originality of the information contained therein.
Source: AMG Advanced Metallurgical Group N.V. via Thomson Reuters ONE
[HUG#1590239]
Unternehmensinformation / Kurzprofil:
Datum: 29.02.2012 - 18:04 Uhr
Sprache: Deutsch
News-ID 120249
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