NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
Amsterdam, 1 September 2010 — AMG Advanced Metallurgical Group N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) was informed by its largest shareholder, Safeguard International Fund, L.P. and affiliates (“Safeguard International”) that Safeguard International has begun an orderly transition of all of its shareholdings in AMG to its Limited Partners. As previously announced, Safeguard International, owner of 7.8 million AMG shares, is scheduled to dissolve on 31 March 2011 and intends to transition their AMG shareholdings no later than 30 September 2010.
All Limited Partners in Safeguard International have been given the opportunity to participate in an accelerated book built offering to investors. The private placement is expected to involve approximately 3 million AMG shares held by Safeguard International. The Royal Bank of Scotland N.V. is acting as sole global coordinator and sole bookrunner on behalf of Safeguard International for the private placement, which has been launched this afternoon after close of business. A further announcement regarding the results of the private placement will be released by AMG in due course.
The balance of the shares owned by Safeguard International are being distributed to the Safeguard International Limited Partners. The distributed shares are subject to a lock-up until the end of the transition process on 30 September 2010. Those Limited Partners consist of approximately 20 institutions and individuals, one of which owns slightly over 5% of the outstanding share capital of AMG following the distribution.
As a result of the distribution of AMG shares by Safeguard International, Dr. Heinz Schimmelbusch, Chief Executive Officer and Chairman of the Management Board and one of the partners of Safeguard International, has acquired and now directly holds an additional 229,247 shares in AMG. This increases Dr. Schimmelbusch’s direct share ownership in AMG, excluding options, to 243,397 shares, or approximately 1% of the total outstanding share capital.
AMG will not purchase or acquire any AMG shares as a result of this distribution by Safeguard International, including in the private placement.
About the Private Placement
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The AMG shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”).
The AMG shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
In the European Economic Area, this announcement and any offer shall be directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC). No prospectus is or shall be prepared or published.
This announcement is only directed at persons outside the United Kingdom or persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or Article 49(2)(a) to (d) of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order and without contravening Section 21 of the Financial Services and Markets Act 2000. In the case of investment professionals, this announcement is only directed at persons having professional experience in matters relating to investments, and the investment or investment activity to which this announcement relates is only available to and will be engaged in with such persons. Persons who do not have professional experience in matters relating to investments should not rely or act on the contents of this announcement.
The Royal Bank of Scotland N.V. (“RBS”) is acting exclusively for Safeguard International Fund, L.P. and for no one else in connection with the private placement and will not be responsible to anyone other than Safeguard International Fund, L.P. for providing the protections afforded to the customers of RBS or for providing advice in relation to the private placement or any transaction or arrangement referred to herein.
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
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.
AMG announces that Safeguard International Fund, L.P. initiates an orderly transition of its AMG shareholding