AMG ANNOUNCES INTENTION TO ENTER INTO MERGER AGREEMENT WITH GRAPHIT KROPFMÜHL AG TOGETHER WITH A SQUEEZE-OUT OF THE GK MINORITY SHAREHOLDERS
(Thomson Reuters ONE) -
Amsterdam, 4 June 2012 --- AMG Advanced Metallurgical Group N.V.'s ("AMG",
EURONEXT AMSTERDAM: "AMG") wholly owned subsidiary, AMG Mining AG ("AMG Mining")
has informed Graphit Kropfmühl AG, Hauzenberg, Germany ("GK") that it owns
approximately 93.6% of GK's shares and that it intends to enter into
negotiations regarding the execution of a merger agreement pursuant to which GK
will be merged into AMG Mining.
In connection with the merger, a squeeze-out of the other GK shareholders
pursuant to section 62 paragraph 5 sentence 1 of the German Transformation Act
(Umwandlungsgesetz - UmwG) and sections 327a et seq. of the German Stock
Corporation Act (Aktiengesetz - AktG) will be effected. AMG Mining has
requested a resolution at the GK ordinary General Meeting to transfer all
minority shareholders' outstanding shares to AMG Mining in exchange for cash
compensation. GK's ordinary General Meeting is scheduled for August 27, 2012.
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. The formation of this new business unit will better
facilitate the management and operation of AMG's vertically integrated mining
businesses.
Credit Facility Expansion
AMG has exercised the incremental term and revolving facility feature of its
primary multicurrency term loan and revolving credit facility and secured
approximately $62 million in incremental credit from its banking consortium.
AMG's total credit facility is now a U.S. dollar equivalent $377 million with no
incremental change in the borrowing costs. The term of this facility remains
the same, with an April 2016 maturity date. AMG intends to use the proceeds of
the incremental facility to refinance GK's existing debt facilities, of which
$28.1 million was outstanding as of March 31, 2012, and to fund the squeeze out
of minority shareholders.
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 owned, 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 Development & 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 06.04.12:
http://hugin.info/138060/R/1616966/515816.pdf
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Source: AMG Advanced Metallurgical Group N.V. via Thomson Reuters ONE
[HUG#1616966]
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Datum: 04.06.2012 - 07:02 Uhr
Sprache: Deutsch
News-ID 152470
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"AMG ANNOUNCES INTENTION TO ENTER INTO MERGER AGREEMENT WITH GRAPHIT KROPFMÜHL AG TOGETHER WITH A SQUEEZE-OUT OF THE GK MINORITY SHAREHOLDERS"
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