AMG affiliate Timminco announces closing of joint venture with Dow Corning and provides update on credit facilities
Amsterdam, 1 October 2010 — AMG Advanced Metallurgical Group N.V.’s (“AMG”, EURONEXT AMSTERDAM: “AMG”) publicly listed affiliate, Timminco Limited (“Timminco”) (TSX:TIM) announced today that it has completed its previously announced joint venture transaction with Dow Corning Corporation (“Dow Corning”) regarding the silicon metal production facilities of Timminco’s wholly-owned subsidiary, Becancour Silicon Inc. (“Becancour Silicon”).
As a result of today’s closing, Dow Corning has acquired a 49% equity interest in Quebec Silicon Limited Partnership (“Quebec Silicon”), the new joint venture entity that owns the silicon metal operations in Becancour, Quebec, in consideration for net cash proceeds of approximately $40.3 million. Becancour Silicon could receive earn-out payments of up to potentially an additional $10.0 million, subject to achieving certain performance objectives relating to production cost and capacity improvements within three years after the closing. Becancour Silicon has retained a 51% equity stake in Quebec Silicon, as well as all of the solar grade silicon purification operations and facilities at the Becancour site. The majority of Becancour Silicon’s senior management team, led by Mr. Rene Boisvert who becomes President and Chief Executive Officer of Quebec Silicon, will continue to manage the day-to-day silicon metal manufacturing operations of Quebec Silicon going forward.
Timminco and Becancour Silicon (collectively, the “Company”) will use the net cash proceeds from the joint venture transaction to repay fully all outstanding amounts due under the existing revolving credit facility and term loan with Bank of America of approximately $27.7 million. The balance of the net cash proceeds will be used for the Company’s general corporate purposes.
Dow Corning is also providing a $10.0 million revolving credit facility to Quebec Silicon to provide funding for its working capital requirements. Funding is available to Quebec Silicon upon request at any time, up to the full amount of the unused credit commitment and subject to continued compliance. Outstanding amounts bear interest at a variable rate of Canadian prime plus 2%, which is payable quarterly. The revolving credit facility expires on October 1, 2013, and may be terminated earlier, at Dow Corning’s discretion, if it ceases to own any interest in Quebec Silicon or upon the occurrence of certain change of control events in respect of Timminco. This facility includes customary negative debt and negative pledge covenants. All of Quebec Silicon’s assets have been pledged to Dow Corning as security for Quebec Silicon’s obligations under the revolving credit facility.
Timminco also announced today that the maturity date of the Credit Agreement with Bank of America has been extended for an interim period from September 30 to November 30, 2010, to facilitate on-going negotiations regarding a new multi-year revolving credit facility for the Company. For the duration of such period, the credit commitments have been reduced from $39.0 million to $20.0 million, the advance rates on eligible inventory have been capped at a reduced level, certain slow-moving inventories have been deemed ineligible, the minimum availability reserve has been increased to $5.0 million from $2.0 million, and certain other post-closing deliveries are required as a condition for further advances. All of the Company’s assets, including Becancour Silicon’s equity interests in Quebec Silicon, continue to be pledged as security for the Company’s obligations under the Credit Agreement.
Timminco also announced today that Investissement Quebec has conditionally agreed to an eight-year extension of the maturity date of the C$25.0 million term loan advanced to Becancour Silicon in July 2009, from August 31, 2011 to July 16, 2019, and certain other amendments to such term loan, subject to the Company’s execution of a new revolving credit facility by December 1, 2010 in an amount and on terms that are satisfactory to Investissement Quebec. If the conditions for such extension and amendment are satisfied, the term loan would be repayable in monthly installments of C$175,000, starting August 2012, and additional annual installments in amounts based on a percentage of Becancour Silicon’s defined adjusted cash flow, in respect of periods beginning August 2012. As well, Becancour Silicon would be obligated to remit 50% of any future earn-out payments received from Dow Corning as repayment of any outstanding obligations under such term loan. Investissement Quebec continues to have a charge upon all of Becancour Silicon’s assets, subordinated to the obligations of the Company under the Credit Agreement with Bank of America.
AMG creates and applies innovative metallurgical solutions to the global trend of sustainable development of natural resources and CO2 reduction. AMG produces highly engineered specialty metal products and advanced vacuum furnace systems for the Energy, Aerospace, Infrastructure and Specialty Metals and Chemicals end markets. AMG consists of two operating divisions, Advanced Materials and Engineering Systems, and owns interests in publicly-listed companies Graphit Kropfmühl AG (Deutsche Börse: GKR.DE) and Timminco Limited (TSX: “TIM”).
The Advanced Materials Division develops and produces specialty metals, alloys and high performance materials. AMG is a significant producer of specialty metals, such as ferrovanadium, ferronickel-molybdenum, aluminum master alloys and additives, chromium metal and ferrotitanium, for Energy, Aerospace, Infrastructure and Specialty Metal and Chemicals applications. Other key products include specialty alloys for titanium and superalloys, coating materials, tantalum and niobium oxides, vanadium chemicals and antimony trioxide.
The Engineering Systems Division designs, engineers and produces advanced vacuum furnace systems and operates vacuum heat treatment facilities, primarily for the Aerospace and Energy (including solar and nuclear) industries. Furnace systems produced by AMG include vacuum remelting, solar silicon melting and crystallization, vacuum induction melting, vacuum heat treatment and high pressure gas quenching, turbine blade coating and sintering. AMG also provides vacuum case-hardening heat treatment services on a tolling basis.
Graphit Kropfmühl AG is a majority controlled, publicly listed subsidiary of AMG. Based on its secure raw material sources in Africa, China and Europe, Graphit Kropfmühl is a specialist in the production of silicon metal and the extraction, processing and refining of natural crystalline graphite for a wide range of energy saving industrial applications.
Timminco Limited is a publicly listed affiliate of AMG. Timminco produces silicon metal for the chemical, aluminum, electronic and solar industries. Timminco also produces solar grade silicon, using its proprietary technology for purifying silicon metal, for the solar energy industry.
With over 2,300 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, Czech Republic, the United States, Canada, Mexico, Brazil, and Sri Lanka and also has sales and customer service offices in Belgium, Russia, China and Japan (www.amg-nv.com).
For further information please contact:
AMG Advanced Metallurgical Group N.V. +1 610 975 4901
Vice President of Corporate Communications
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