TK Aluminum Ltd. (the "Company"), the indirect parent of Teksid Aluminum Luxembourg S.a r.l., S.C.A. ("Teksid Luxembourg"), announced the following today:
- a meeting was held on May 10, 2007, at which Alvarez & Marsal Europe Ltd. ("A&M Europe") presented to an ad hoc committee of noteholders who had signed confidentiality agreements an analysis of certain strategic options the Company has considered, including the sale and restructuring of the Company's Italian subsidiaries, Teksid Aluminum S.r.l. and Teksid Aluminum Getti Speciali S.r.l. (together, the "Italian Subsidiaries");
- as of May 11, 2007, it had entered into an agreement to sell its equity interests in its Italian Subsidiaries to Casti S.p.A. ("Casti"), which agreement was subject to, among other things, Casti's right to terminate such agreement in the event that Casti was not able to reach an agreement with a major customer of the Italian Subsidiaries by 12:00 pm, CET, on May 18, 2007. The Company further announced, however, that, prior to such time, it received notice from Casti that it had not reached agreement with such customer and, accordingly, Casti was terminating the agreement as provided therein;
- the Company continues to pursue alternatives with regard to its Italian Subsidiaries, as well as its subsidiaries located in France and Germany and is in discussions with potential purchasers of these operations;
- it has received an offer to sell its minority interest (the "Turkish Interest") in Cevher Dokum Sanayi AS (the "Turkish JV") to its joint venture partner;
- it has received an indication from Nemak that Nemak may be effecting a capital increase in the near future;
- it will seek a waiver in respect of the deferral of its obligation to launch a tender offer with proceeds received in connection with the sale of Teksid Aluminum Poland Sp.z o.o. (the "Teksid Poland Sale"); and
- that it expects to commence a solicitation of consents from each holder of its outstanding 11 3/8% Senior Notes due 2011 (the "Senior Notes") to consummate certain proposed amendments, including the sale of its Turkish Interest, to the indenture governing the Senior Notes (the "Indenture").
In connection with the A&M Europe engagement by Teksid Aluminum S.r.l. (and related entities), pursuant to the engagement letter dated March 14, 2007, A&M Europe have recommended to the board of directors of the Company that the Company proceed with the sale of the Turkish Interest to Cevher on terms consistent with those described herein.
Meeting with Ad Hoc Committee of Noteholders
The Company announced today that a meeting was held on May 10, 2007, at which A&M Europe presented to an ad hoc committee of noteholders, who had signed confidentiality agreements, an analysis of certain strategic options the Company has considered, including the sale and restructuring of the Company's Italian Subsidiaries. Attached to this Press Release (the "Attachment") is an analysis of the options which the Company has considered with the assistance of A&M Europe and the rationale for A&M Europe's recommendation to the board of directors of the Company. The Company urges readers to review the disclaimers in the Attachment carefully.
Houlihan Lokey Howard & Zukin (Europe) Limited and Cadwalader, Wickersham & Taft LLP, advisors to the ad hoc noteholders committee (including the restricted noteholders), have advised the Company that holders of Senior Notes indicating ownership of a majority of the outstanding Senior Notes have expressed agreement in principle to (i) the proposed sale of the Turkish Interest and (ii) a waiver in respect of the deferral of the Company's obligations to tender for Senior Notes with the net proceeds of the Teksid Poland Sale.
The Company notes that the final terms of any ultimately completed sale may differ materially from the proposed t
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