Aleris Stockholders to Receive $52.50 Per Share; Transaction Valued at $3.3
Billion
BEACHWOOD, Ohio, Aug. 8 /PRNewswire-FirstCall/ -- Aleris International,
Inc. (NYSE: ARS) announced today it has entered into a definitive merger
agreement under which Texas Pacific Group (TPG), a leading private
investment firm, will acquire all of the outstanding stock of Aleris
International for approximately $1.7 billion plus the assumption of or
repayment of approximately $1.6 billion of debt.
Under the terms of the agreement, Aleris stockholders will receive
$52.50 in cash for each share of Aleris common stock they hold,
representing a premium of 27% to Aleris's closing share price on August 7,
2006.
The board of directors of Aleris has unanimously approved the merger
agreement and has resolved to recommend that Aleris's stockholders adopt
the agreement.
Steven J. Demetriou, Aleris's Chairman and Chief Executive Officer,
said, "After careful analysis, our board of directors has unanimously
endorsed this transaction as being in the best interests of our
stockholders."
Pending the receipt of stockholder approval and expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as well as satisfaction of other customary closing conditions,
including regulatory approvals, the transaction is expected to be completed
early in 2007. The transaction will be financed through a combination of
equity contributed by TPG and debt financing that has been committed by
Deutsche Bank.
The Company's global headquarters will remain in Beachwood, Ohio.
Citigroup Global Markets Inc. is acting as financial advisor to Aleris,
while Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal
advisor to the Company.
Deutsche Bank is acting as financial advisor to TPG and Cleary Gottlieb
Steen & Hamilton LLP is acting as their legal advisor.
About Aleris
Aleris International, Inc. is a global leader in aluminum rolled
products and extrusions, aluminum recycling and specification alloy
production. The Company 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 50 production facilities in North America,
Europe, South America and Asia, and employs approximately 8,600 employees.
For more information about Aleris, please visit our Web site at
http://www.aleris.com.
About Texas Pacific Group
Texas Pacific Group is a private investment partnership that was
founded in 1992 and currently has more than $30 billion of assets under
management. With offices in San Francisco, London, and Fort Worth, TPG has
extensive experience with public and private investments executed through
leveraged buyouts, recapitalizations, spinouts, joint ventures and
restructurings. TPG seeks to invest in world-class franchises across a
range of industries, including branded consumer franchises (Bally, Del
Monte Foods, Ducati), retail (Debenhams, J. Crew, Neiman Marcus, Petco),
airlines (America West, Continental), media and communications (Findexa,
MGM TIM Hellas), industrials (Altivity Packaging, British Vita, Grohe,
Kraton Polymers, Texas Genco), technology (Lenovo, MEMC, Seagate),
financial services (Endurance Specialty Holdings, Fidelity National
Information Services, Linsco/Private Ledger) and healthcare (IASIS
Healthcare, Oxford Health Plans, Quintiles Transnational), among others.
Visit http://www.texaspacificgroup.com
Important Additional Information Regarding The Merger Will Be Filed
With
The SEC
In connection with the proposed merger, Aleris International, Inc. will
file a proxy statement with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND THE PARTIES THERETO. Investors and security holders may
obtain a free copy of the proxy statement (when available) and other
documents filed by Aleris International, Inc. at the Securities and
Exchange Commission's web site at http://www.sec.gov. The proxy statement
and such other documents may also be obtained for free from Aleris by
directing such request to Aleris International, Inc., Investor Relations,
25825 Science Park Drive, Beachwood, Ohio, 44072. Telephone: (216)
910-3634.
Aleris and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed merger. Information concerning the interests of Aleris's
participants in the solicitation, which may be different than those of
Aleris stockholders generally, is set forth in Aleris's proxy statements
and Annual Reports on Form 10-K, previously filed with the Securities and
Exchange Commission, and in the proxy statement relating to the merger when
it becomes available.
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, including the acquisition of the downstream aluminum
businesses of Corus Group plc; its future growth; an anticipated favorable
economic environment in 2006; future benefits from acquisitions and new
products; expected benefits from changes in the industry landscape and
post-hurricane reconstruction; and anticipated synergies resulting from the
merger with Commonwealth, the acquisition of the downstream aluminum
businesses of Corus Group plc 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, including
any decline 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
(the "SEC"), 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" contained therein and in the section
entitled "Risk Factors" contained in the Company's Current Report on Form
8-K filed with the SEC 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
http://www.texaspacificgroup.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; Owen Blicksilver of Texas Pacific Group,
+1-516-742-5950
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