Amsterdam, 27 July 2009 — AMG Advanced Metallurgical Group N.V.’s (“AMG”, EURONEXT AMSTERDAM: “AMG”) 52.2% owned subsidiary, Timminco Limited (“Timminco” or the “Company”) (TSX:TIM) announced that it has completed the divestiture of its magnesium business, with the closing of the merger of Timminco’s remaining magnesium extrusion and specialty metals business with the magnesium operations of Winca Tech Limited, a leading Chinese-based producer of magnesium products (“Winca”), to form Applied Magnesium International Limited (“Applied Magnesium”).
The merger was effected through the sale by each of Timminco and Winca of certain of their subsidiaries, intellectual property rights, equipment, non-cash working capital and other assets to Applied Magnesium, including Timminco’s facility in Nuevo Laredo, Mexico and Winca’s facilities in Hebi and Linyi, in the Henan and Shandong provinces, respectively, of the People’s Republic of China. Key senior managers and employees of Timminco’s magnesium business have accepted employment with Applied Magnesium and will form the core management team of its North American operations, based in Denver, Colorado.
In connection with the sale, Timminco received a 19.5% equity interest in Applied Magnesium as well as promissory notes of Applied Magnesium in the aggregate principal amount of $3.7 million. Winca holds the remaining equity and has received a promissory note from Applied Magnesium in the principal amount of $4.0 million. The equity interests in Applied Magnesium are subject to a shareholders agreement, which includes board representation and special approval rights in favour of minority shareholders, as well as share transfer restrictions. The promissory notes issued to Timminco are non-interest bearing and subject to additional conditions, including the financial performance and liquidity of Applied Magnesium.
“We are pleased to have closed the transactions with Winca as contemplated by the agreements executed in April,” said John Fenger, President and Chief Operating Officer of Timminco. “The completion of the divestiture of our magnesium business will enable us to focus on our core silicon businesses.”
AMG, incorporated in the Netherlands, is a global leader in the production of highly engineered specialty metal products and advanced vacuum furnace systems. AMG serves growing industries worldwide with its unique combination of metallurgical engineering expertise and production know-how. AMG is a market leader in many of its products and systems, which are critical to the production of key components for the aerospace, energy (including solar and nuclear), electronics, optics, chemicals, construction and transportation industries. AMG has two operating divisions of businesses, Advanced Materials and Engineering Systems, and owns majority interests in publicly-listed companies Timminco Limited (TSX: “TIM”) and Graphit Kropfmühl AG (Deutsche Börse: GKR.DE).
The Advanced Materials Division develops and produces niche specialty metals and complex metals products, many of which are used in demanding, safety-critical, high-stress environments. AMG is one of a limited number of significant producers globally of niche specialty metals, such as ferrovanadium, ferronickel-molybdenum, aluminum master alloys and additives, chromium metal and ferrotitanium, used by steel, aluminum, chemical and superalloy producers for aerospace, automotive, energy, electronics, optics, chemicals, construction and other applications. Other key products produced by AMG 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. AMG is a global leader in supplying technologically-advanced vacuum furnace systems to customers in the aerospace, energy (including solar and nuclear), transportation, electronics, superalloys and specialty steel industries. Examples of furnace systems produced by AMG include vacuum remelting, solar silicon melting and crystallization, vacuum induction melting, vacuum heat treatment and high pressure gas quenching, vacuum precision casting, turbine blade coating and sintering. AMG also provides vacuum case-hardening heat treatment services on a tolling basis to customers through facilities equipped with vacuum heat treatment furnaces.
Timminco Limited is a majority controlled, publicly listed subsidiary of AMG. Timminco is a leader in the production of upgraded metallurgical silicon for the rapidly growing solar photovoltaic energy industry. Timminco also produces silicon metal for use in a broad range of industrial applications.
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.
AMG operates globally with production facilities in Germany, the United Kingdom, France, Czech Republic, the United States, Canada, Mexico, Brazil, Sri Lanka and Australia and also has sales and customer service offices in Belgium, Russia, China and Japan (website: 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.Download PDF