BEACHWOOD, Ohio, June 30 /PRNewswire-FirstCall/ -- Aleris
International, Inc. (NYSE: ARS) announced today that it is offering to
purchase for cash any and all of its outstanding 10-3/8% Senior Secured
Notes Due 2010 (CUSIP No. 449681AC9) and 9% Senior Notes Due 2014 (CUSIP
No. 014477AA1) (collectively, the "Notes"), on the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated June 30, 2006 and the accompanying Consent and Letter of
Transmittal (together, the "Offer Documents"). Aleris is also soliciting
consents from holders of the Notes to, among other things, eliminate or
make less restrictive substantially all of the restrictive covenants and
the events of default and amend certain related provisions in the
indentures (the "Indentures") under which the Notes were issued. The tender
offer and consent solicitation is being conducted in connection with, and
is contingent on the consummation of, the previously announced acquisition
(the "Acquisition") of the downstream aluminum business of Corus Group plc.
The consent solicitation will expire at 5:00 p.m. New York City time,
on July 14, 2006, unless earlier terminated or extended (such date and
time, as the same may be extended, the "Consent Date"). The tender offer
will expire at midnight, New York City time, on July 28, 2006, unless
terminated or extended (such date and time, as the same may be extended,
the "Expiration Date").
The total consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase, subject to the terms and
conditions of the tender offer and consent solicitation, on or prior to the
Consent Date will be $1,100.78 for the 10-3/8% Notes and $1,134.96 for the
9% Notes. The total consideration includes a consent payment equal to $20
per $1,000 for the 10-3/8% Notes and the 9% Notes (the "Consent Payment").
The tender offer consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase, subject to the terms and
conditions of the tender offer and consent solicitation, tendered after the
Consent Date but on or prior to the Expiration Date (and not validly
withdrawn) pursuant to the Offer shall be $1,080.78 for the 10-3/8% Notes
and $1,114.96 for the 9% Notes. The total consideration and the tender
offer consideration to be paid for each $1,000 in principal amount of Notes
will be paid in cash. In either case, all holders who validly tender their
Notes will receive accrued but unpaid interest up to, but not including,
the date of settlement.
In connection with the tender offer, Aleris is also seeking consents to
certain proposed amendments with respect to the Notes. The purpose of the
proposed amendments is to, among other things, eliminate or make less
restrictive substantially all of the restrictive covenants and the events
of default and to amend certain related provisions under the Indentures.
Holders who desire to tender their Notes must consent to the proposed
amendments. A holder may not deliver consents without tendering the related
Notes. The tender offer is subject to the satisfaction of certain
conditions, including receipt of consents sufficient to approve the
proposed amendments to the Indentures, obtaining the requisite funding and
the Acquisition having occurred or occurring substantially concurrent with
the Expiration Date.
The proposed amendments to the Indentures for which consents are being
solicited will be set forth in two supplemental indentures and are
described in more detail in the Offer Documents. The supplemental
indentures will not be executed unless and until Aleris has received
consents from holders of a majority in principal amount of the applicable
Notes outstanding, and the amendments will not become operative unless and
until Aleris has accepted for purchase at least a majority in principal
amount of the applicable Notes pursuant to the Offer Documents.
Deutsche Bank Securities Inc. is acting as dealer manager for the
tender offer and as the solicitation agent for the consent solicitation and
can be contacted at (212) 250-6008 (collect). Mackenzie Partners, Inc. is
the depositary and information agent and can be contacted at (212) 929-5500
(collect) or (800) 322-2885 (toll-free). Copies of the Offer Documents and
other related documents may be obtained from the information agent.
THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY ON THE
TERMS AND CONDITIONS SET FORTH IN THE OFFER DOCUMENTS. UNDER NO
CIRCUMSTANCES SHALL THIS PRESS RELEASE CONSTITUTE AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL THE NOTES OR ANY OTHER SECURITIES OF
ALERIS. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY
ALERIS'S OFFER DOCUMENTS. THIS PRESS RELEASE ALSO IS NOT A SOLICITATION OF
CONSENTS TO THE PROPOSED AMENDMENTS TO THE INDENTURES. NO RECOMMENDATION IS
MADE AS TO WHETHER HOLDERS OF THE NOTES SHOULD TENDER THEIR NOTES OR GIVE
THEIR CONSENT.
Aleris International, Inc. is a major North American manufacturer of
rolled aluminum products and is a global leader in aluminum recycling and
the production of specification alloys. Aleris is also a recycler of zinc
and a leading U.S. manufacturer of zinc metal and value-added zinc products
that include zinc oxide and zinc dust. Headquartered in Beachwood, Ohio, a
suburb of Cleveland, the Company operates 41 production facilities in the
U.S., Brazil, Germany, Netherlands, Mexico and Wales, and employs
approximately 4,000 employees. For more information about the Company,
please visit our Web site at http://www.aleris.com.
SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements made in this news release are made pursuant
to the safe harbor provision of the Private Securities Litigation Reform
Act of 1995. These include statements that contain words such as "believe,"
"expect," "anticipate," "intend," "estimate," "should" and similar
expressions intended to connote future events and circumstances, and
include statements regarding future actual and adjusted earnings and
earnings per share; future improvements in margins, processing volumes and
pricing; overall 2006 operating performance; anticipated higher adjusted
effective tax rates; expected cost savings; success in integrating Aleris's
recent acquisitions; its future growth; an anticipated favorable economic
environment in 2006; future benefits from acquisitions and new products;
expected benefits from industry consolidation and post-hurricane
reconstruction; and anticipated synergies resulting from the merger with
Commonwealth and other acquisitions. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, and that actual
results could differ materially from those described in the forward-looking
statements. These risks and uncertainties would include, without
limitation, Aleris's levels of indebtedness and debt service obligations;
its ability to effectively integrate the business and operations of its
acquisition; further slowdowns in automotive production in the U.S. and
Europe, the financial condition of Aleris's customers and future
bankruptcies and defaults by major customers; the availability at favorable
cost of aluminum scrap and other metal supplies that the Company processes;
the ability of the Company to enter into effective metals, natural gas and
other commodity derivatives; continued increases in natural gas and other
fuel costs of the Company; a weakening in industrial demand resulting from
a decline in U.S. or world economic conditions caused by terrorist
activities or other unanticipated events; future utilized capacity of the
Company's various facilities; a continuation of building and construction
customers and distribution customers reducing their inventory levels and
reducing the volume of the Company's shipments; restrictions on and future
levels and timing of capital expenditures; retention of the Company's major
customers; the timing and amounts of collections; currency exchange
fluctuations; future write-downs or impairment charges which may be
required because of the occurrence of some of the uncertainties listed
above; and other risks listed in the Company's filings with the Securities
and Exchange Commission, including but not limited to the Company's annual
report on Form 10-K for the fiscal year ended December 31, 2005, and
quarterly report on Form 10-Q for the quarter ended March 31, 2006,
particularly the sections entitled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained therein and in the section entitled "Risk Factors" contained in
the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission today.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050504/CLW056LOGO)
SOURCE Aleris International, Inc.
 back to top
Related links:
http://aleris.com//
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20050504/CLW056LOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Michael D. Friday of Aleris International,
Inc., +1-216-910-3503
|
