AMG ANNOUNCES INTENTION TO ENTER INTO MERGER AGREEMENT WITH GRAPHIT KROPFMÜHL AG TOGETHER WITH A SQUEEZE-OUT OF THE GK MINORITY SHAREHOLDERS
Amsterdam, 4 June 2012 — AMG Advanced Metallurgical Group N.V.’s (“AMG”, EURONEXT AMSTERDAM: “AMG”) wholly owned subsidiary, AMG Mining AG (“AMG Mining”) has informed Graphit Kropfmühl AG, Hauzenberg, Germany (“GK”) that it owns approximately 93.6% of GK’s shares and that it intends to enter into negotiations regarding the execution of a merger agreement pursuant to which GK will be merged into AMG Mining.
In connection with the merger, a squeeze-out of the other GK shareholders pursuant to section 62 paragraph 5 sentence 1 of the German Transformation Act (Umwandlungsgesetz – UmwG) and sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz – AktG) will be effected. AMG Mining has requested a resolution at the GK ordinary General Meeting to transfer all minority shareholders’ outstanding shares to AMG Mining in exchange for cash compensation. GK’s ordinary General Meeting is scheduled for August 27, 2012.
GK’s vertically integrated high purity natural graphite business, with mines in Europe, Asia and Africa, is a key component in the previously announced formation of AMG Mining. The formation of this new business unit will better facilitate the management and operation of AMG’s vertically integrated mining businesses.
Credit Facility Expansion
AMG has exercised the incremental term and revolving facility feature of its primary multicurrency term loan and revolving credit facility and secured approximately $62 million in incremental credit from its banking consortium. AMG’s total credit facility is now a U.S. dollar equivalent $377 million with no incremental change in the borrowing costs. The term of this facility remains the same, with an April 2016 maturity date. AMG intends to use the proceeds of the incremental facility to refinance GK’s existing debt facilities, of which $28.1 million was outstanding as of March 31, 2012, and to fund the squeeze out of minority shareholders.
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 an interest in publicly-listed Graphit Kropfmühl AG (Deutsche Börse: GKR.DE).
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 owned, publicly listed subsidiary of AMG. Based on its secure raw material sources in Africa, Asia 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.
With over 3,000 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, Czech Republic, United States, China, Mexico, Brazil, Turkey, Poland, India and Sri Lanka and has sales and customer service offices in Belgium, Russia 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 Development & Corporate Communications
Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. These forward looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward looking statement is based.Download PDF