BEACHWOOD, Ohio, Dec. 14 /PRNewswire-FirstCall/ -- Aleris
International, Inc. (NYSE: ARS) announced today that at a special meeting
of the stockholders held today in Beachwood, Ohio, the stockholders of the
Company voted to adopt the merger agreement providing for the acquisition
of the Company by an entity currently indirectly owned by private equity
funds sponsored by TPG. Approximately 98.7 percent of stockholders present
and voting voted for adoption of the merger agreement. The number of shares
voting to adopt the merger agreement represents approximately 75.7 percent
of the total number of shares outstanding and entitled to vote.
The proposed merger was announced on August 8, 2006 and is expected to
be completed on December 19, 2006, subject to the satisfaction or waiver of
all the closing conditions set forth in the merger agreement. Under the
terms of the merger agreement, Company stockholders will receive $52.50 per
share in cash without interest.
About Aleris International, Inc.
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 TPG
Texas Pacific Group, or TPG, is a global private investment firm with
more than $30 billion of assets under management with offices in San
Francisco, New York, London and throughout Asia. TPG invests in world-class
franchises across a range of industries and has extensive experience with
public and private investments executed through leveraged buyouts,
recapitalizations, take private transactions, spinouts, joint ventures, and
restructurings. Visit http://www.texaspacificgroup.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, 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 acquisitions; 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 Aleris
processes; the ability of Aleris to enter into effective metals, natural
gas and other commodity derivatives; continued increases in natural gas and
other fuel costs of Aleris; 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 Aleris's various facilities; a continuation of
building and construction customers and distribution customers reducing
their inventory levels and reducing the volume of Aleris's shipments;
restrictions on and future levels and timing of capital expenditures;
retention of Aleris'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 Aleris's
filings with the Securities and Exchange Commission (the "SEC"), including
but not limited to Aleris'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 June 30, 2006, the 10-Q for the quarter ended September 30, 2006, and
current report on Form 8-K filed with SEC on November 29, 2006,
particularly the sections entitled "Risk Factors" contained therein.
(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
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