AMG invests $10 million in associate Timminco via debt and equity
financing
2009-11-18 14:34:04 -
London, November , 18, 2009
Amsterdam, 18 November 2009 --- AMG Advanced Metallurgical Group N.V.
("AMG", EURONEXT AMSTERDAM: "AMG") has agreed to loan $5.0 million to
Timminco's wholly-owned subsidiary, Bécancour Silicon Inc.
("Bécancour"), in exchange for a convertible senior subordinated
promissory note (the "Convertible Note"). AMG has also agreed to
invest $5.0 million in Timminco common equity (the "Common Shares")
via a private placement of approximately 3.8 million Timminco common
shares.
The Convertible Note will bear interest at 12%, payable quarterly in
arrears starting December 31, 2009 and will mature on January 3,
2011. The full principal amount will be convertible into common
shares of Timminco, at AMG's option at any time, at a conversion
price of C$1.58 per share, or 3.4 million shares, subject to
customary anti-dilution adjustments. The Convertible Note will be a
direct, unsecured obligation of Bécancour, subordinated to existing
secured indebtedness of Bécancour but senior to all other unsecured
obligations, and guaranteed by Timminco.
AMG will purchase 3.8 million Common Shares at an 18% discount to the
last five day volume weighted average trading price, or a price of
C$1.38 per share, for a total cost of $5.0 million. The issuance of
the Common Shares and the Convertible Note is scheduled to close on
or about November 23, 2009 and December 11, 2009, respectively. Upon
completion of these financings, and assuming the full conversion of
the Convertible Note AMG will own approximately 47.2%.
The proceeds of these financings will support Timminco's ongoing
turnaround program focused on generating positive cash flow through
full production of silicon metal, and repositioning solar grade
silicon activities to respond to current market conditions.
About AMG
AMG, incorporated in the Netherlands, is a global leader in the
production of highly engineered specialty metal products and advanced
vacuum furnace systems. AMG serves growing industries worldwide with
its unique combination of metallurgical engineering expertise and
production know-how. AMG is a market leader in many of its products
and systems, which are critical to the production of key components
for the aerospace, energy (including solar and nuclear), electronics,
optics, chemicals, construction and transportation industries. AMG
has two operating divisions, Advanced Materials and Engineering
Systems, and owns interests in publicly-listed companies Graphit
Kropfmühl AG (Deutsche Börse: GKR.DE) and Timminco Limited (TSX:
"TIM").
The Advanced Materials Division develops and produces niche specialty
metals and complex metals products, many of which are used in
demanding, safety-critical, high-stress environments. AMG is one of
a limited number of significant producers globally of niche specialty
metals, such as ferrovanadium, ferronickel-molybdenum, aluminum
master alloys and additives, chromium metal and ferrotitanium, used
by steel, aluminum, chemical and superalloy producers for aerospace,
automotive, energy, electronics, optics, chemicals, construction and
other applications. Other key products produced by AMG 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. AMG is a global leader in supplying
technologically-advanced vacuum furnace systems to customers in the
aerospace, energy (including solar and nuclear), transportation,
electronics, superalloys and specialty steel industries. Examples of
furnace systems produced by AMG include vacuum remelting, solar
silicon melting and crystallization, vacuum induction melting, vacuum
heat treatment and high pressure gas quenching, vacuum precision
casting, turbine blade coating and sintering. AMG also provides
vacuum case-hardening heat treatment services on a tolling basis to
customers through facilities equipped with vacuum heat treatment
furnaces.
Graphit Kropfmühl AG is a majority controlled, publicly listed
subsidiary of AMG. Based on its secure raw material sources in
Africa, China 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.
Timminco Limited is a publicly listed associate of AMG. Timminco
produces silicon metal for the chemical (silicones), aluminium and
electronic / solar industries. Timminco also produces solar grade
silicon, using its proprietary technology for purifying silicon
metal, for the solar photovoltaic energy industry.
AMG operates globally with production facilities in Germany, the
United Kingdom, France, Czech Republic, the United States, Canada,
Mexico, Brazil, Sri Lanka and Australia and also has sales and
customer service offices in Belgium, Russia, China and Japan
(website: 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@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.
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