BEACHWOOD, Ohio, July 31 /PRNewswire-FirstCall/ -- Aleris
International, Inc. (NYSE: ARS) announced today that it has extended its
previously announced tender offer to purchase for cash any and all of its
outstanding 10 3/8% Senior Secured Notes Due 2010 (CUSIP No. 449681AC9)
(the "10 3/8% Notes") and 9% Senior Notes Due 2014 (CUSIP No. 014477AA1)
(the "9% Notes", and together with the 10 3/8% Notes, the "Notes"). The
tender offer, previously set to expire at midnight, New York City time, on
July 28, 2006, will now expire at 5:00 p.m., New York City time, on July
31, 2006, unless terminated or extended and remains subject to the prior
satisfaction or waiver of the conditions described in the offer documents.
The tender offer is being extended in order to coordinate with Aleris's
closing of the acquisition of the downstream aluminum business of Corus
Group plc and the related debt financings described in the Tender Offer and
Consent Solicitation Statement, dated June 30, 2006.
As previously announced on July 14, 2006, the requisite consents have
been received to eliminate or make less restrictive substantially all of
the restrictive covenants and events of default and certain related
provisions contained in the indentures governing the Notes. As a result of
obtaining the requisite consents, Aleris executed and delivered
supplemental indentures setting forth the amendments to the indentures
governing the Notes. The supplemental indentures provide that the
amendments to the indentures will only become operative when validly
tendered Notes are accepted for purchase pursuant to the tender offer.
In addition, Aleris has been advised by the depositary for the tender
offer that, as of 5:00 p.m., New York City time, on July 28, 2006,
approximately $200,830,000 principal amount, or 96.17%, of the outstanding
principal amount of the 10 3/8% Notes and $124,910,000 principal amount, or
99.93%, of the outstanding principal amount of the 9% Notes, and the
consents related thereto, have been validly tendered. Withdrawal rights of
tendering holders of the Notes that tendered prior to the expiration of the
consent date of 5:00 p.m., New York City time, on July 14, 2006, have
expired.
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 provisions of the Private Securities Litigation Reform
Act of 1995. Statements contained in this news release that are not
historical in nature are considered to be forward-looking statements. They
include statements regarding the Company's expectations, hopes, beliefs,
estimates, intentions or strategies regarding the future. 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
earnings and earnings per share, future improvements in margins, processing
volumes and pricing, improvements in internal controls, future effects of
derivatives accounting, anticipated continuation of strengthened U.S. and
worldwide industrial activity, expected cost savings, and anticipated
synergies resulting from the acquisitions of Commonwealth Industries Inc.,
ALSCO Holdings, Inc., certain assets of Ormet Corporation, Alumitech, Inc.,
Tomra Latasa Reciclagem and the downstream aluminum businesses of Corus
Group plc.
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, the Company's ability to
effectively integrate the business and operations of the downstream
aluminum businesses of Corus Group plc, Commonwealth and the Company's
other acquisitions; slowdowns in automotive production in the U.S. and
Europe; the financial condition of the Company's customers and future
bankruptcies and defaults by the Company's major customers; the
availability at favorable cost of aluminum scrap and other metal supplies
that the Company processes; the Company's ability to enter into effective
metals, natural gas and other commodity derivatives; future natural gas and
other fuel costs; a weakening in industrial demand resulting from a decline
in economic conditions, including any decline caused by terrorist
activities or other unanticipated events; future utilized capacity of the
Company's various facilities; restrictions on and future levels and timing
of capital expenditures; retention of major customers; the timing and
amounts of collections; the future mix of product sales vs. tolling
business; currency exchange fluctuations; future write-downs or impairment
charges which may be required because of the occurrence of 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 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 on June 30, 2006.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050504/CLW056LOGO )
SOURCE Aleris International, Inc.
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Related links: http://www.aleris.com
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CONTACT: Michael D. Friday of Aleris International, Inc., +1-216-910-3503
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