AMG Announces Intention to Enter Into Merger Agreement With Graphit Kropfmuhl AG Together With a Squeeze-Out of the GK Minority ShareholdersMarketwire
AMSTERDAM, THE NETHERLANDS -- (Marketwire) -- 06/04/12 -- AMG Advanced MetallurgicalGroup N.V.'s ("AMG",EURONEXT AMSTERDAM: "AMG") wholly owned subsidiary, AMG Mining AG ("AMGMining")has informed Graphit Kropfmhl AG, Hauzenberg, Germany ("GK")that it ownsapproximately 93.6% of GK's shares and that it intends to enterintonegotiations regarding the execution of a merger agreement pursuant towhich GKwill be merged into AMG Mining.
In connection with the merger, a squeeze-out of the other GKshareholderspursuant to section 62 paragraph 5 sentence 1 of the GermanTransformation Act(Umwandlungsgesetz - UmwG) and sections 327a et seq. of the GermanStockCorporation Act (Aktiengesetz - AktG) will be effected. AMGMining hasrequested a resolution at the GK ordinary General Meeting totransfer allminority shareholders' outstanding shares to AMG Mining in exchange forcashcompensation. GK's ordinary General Meeting is scheduled for August 27,2012.
GK's vertically integrated high purity natural graphite business, withmines inEurope, Asia and Africa, is a key component in the previouslyannouncedformation of AMG Mining. The formation of this new business unit willbetterfacilitate the management and operation of AMG's vertically integratedminingbusinesses.
Credit Facility Expansion
AMG has exercised the incremental term and revolving facility featureof itsprimary multicurrency term loan and revolving credit facility andsecuredapproximately $62 million in incremental credit from its bankingconsortium.AMG's total credit facility is now a U.S. dollar equivalent $377 millionwith noincremental change in the borrowing costs. The term of this facilityremainsthe same, with an April 2016 maturity date. AMG intends to use theproceeds ofthe incremental facility to refinance GK's existing debt facilities, ofwhich$28.1 million was outstanding as of March 31, 2012, and to fund thesqueeze outof minority shareholders.
AMG creates and applies innovative metallurgical solutions to the globaltrendof sustainable development of natural resources and CO(2) reduction. AMGproduces highly engineered specialty metal products and advanced vacuumfurnacesystems for the Energy, Aerospace, Infrastructure and Specialty Metals andChemicals end markets. AMG consists of two operating divisions, AdvancedMaterials and Engineering Systems, and owns an interest in publicly-listedGraphit Kropfmhl AG (Deutsche Brse: GKR.DE).
The Advanced Materials Division develops and produces specialty metals,alloysand high performance materials. AMG is a significant producer of specialtymetals, such as ferrovanadium, ferronickel-molybdenum, aluminum masteralloysand additives, chromium metal and ferrotitanium, for Energy, Aerospace,Infrastructure and Specialty Metal and Chemicals applications. Other keyproducts include specialty alloys for titanium and superalloys, coatingmaterials, tantalum and niobium oxides, vanadium chemicals and antimonytrioxide.
The Engineering Systems Division designs, engineers and produces advancedvacuumfurnace systems and operates vacuum heat treatment facilities, primarilyfor theAerospace and Energy (including solar and nuclear) industries. Furnacesystemsproduced by AMG include vacuum remelting, solar silicon melting andcrystallization, vacuum induction melting, vacuum heat treatment and highpressure gas quenching, turbine blade coating and sintering. AMG alsoprovidesvacuum case-hardening heat treatment services on a tolling basis.
Graphit Kropfmhl AG is a majority owned, publicly listed subsidiaryof AMG.Based on its secure raw material sources in Africa, Asia and Europe,GraphitKropfmhl is a specialist in the production of silicon metal and theextraction,processing and refining of natural crystalline graphite for a wide range ofenergy saving industrial applications.
With over 3,000 employees, AMG operates globally with production facilitiesinGermany, the United Kingdom, France, Czech Republic, United States, China,Mexico, Brazil, Turkey, Poland, India and Sri Lanka and has sales andcustomerservice offices in Belgium, Russia and Japan (www.amg-nv.com).
Certain statements in this press release are not historical factsand are"forward looking." Forward looking statements include statementsconcerningAMG's plans, expectations, projections, objectives, targets, goals,strategies,future events, future revenues or performance, capital expenditures,financingneeds, plans and intentions relating to acquisitions, AMG'scompetitivestrengths and weaknesses, plans or goals relating to forecastedproduction,reserves, financial position and future operations and development,AMG'sbusiness strategy and the trends AMG anticipates in the industriesand thepolitical and legal environment in which it operates and other informationthatis not historical information. When used in this press release, thewords"expects," "believes," "anticipates," "plans," "may," "will,""should," andsimilar expressions, and the negatives thereof, are intended to identifyforwardlooking statements. By their very nature, forward looking statementsinvolveinherent risks and uncertainties, both general and specific, and risksexistthat the predictions, forecasts, projections and other forwardlookingstatements will not be achieved. These forward looking statements speakonly asof the date of this press release. AMG expressly disclaims anyobligation orundertaking to release publicly any updates or revisions to any forwardlookingstatement contained herein to reflect any change in AMG's expectationswithregard thereto or any change in events, conditions, or circumstances onwhichany forward looking statement is based.
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Source: AMG Advanced Metallurgical Group N.V. via Thomson Reuters ONE
[HUG#1616966]For further information, please contact:AMG Advanced Metallurgical Group N.V.+1 610 975 4901Jonathan CostelloVice President of Corporate Development & Corporate CommunicationsEmail Contact
Source: AMG Advanced Metallurgical Group N.V.