AMG invests $10 million in associate Timminco via debt and equity financing

Amsterdam, 18 November 2009 — AMG Advanced Metallurgical Group N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) has agreed to loan $5.0 million to Timminco’s wholly-owned subsidiary, Bécancour Silicon Inc. (“Bécancour”), in exchange for a convertible senior subordinated promissory note (the “Convertible Note”).  AMG has also agreed to invest $5.0 million in Timminco common equity (the “Common Shares”) via a private placement of approximately 3.8 million Timminco common shares.

 

The Convertible Note will bear interest at 12%, payable quarterly in arrears starting December 31, 2009 and will mature on January 3, 2011.  The full principal amount will be convertible into common shares of Timminco, at AMG’s option at any time, at a conversion price of C$1.58 per share, or 3.4 million shares, subject to customary anti-dilution adjustments.  The Convertible Note will be a direct, unsecured obligation of Bécancour, subordinated to existing secured indebtedness of Bécancour but senior to all other unsecured obligations, and guaranteed by Timminco. 

 

AMG will purchase 3.8 million Common Shares at an 18% discount to the last five day volume weighted average trading price, or a price of C$1.38 per share, for a total cost of $5.0 million.  The issuance of the Common Shares and the Convertible Note is scheduled to close on or about November 23, 2009 and December 11, 2009, respectively.  Upon completion of these financings, and assuming the full conversion of the Convertible Note AMG will own approximately 47.2%.

 

The proceeds of these financings will support Timminco’s ongoing turnaround program focused on generating positive cash flow through full production of silicon metal, and repositioning solar grade silicon activities to respond to current market conditions.

 

 

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, 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 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.

 

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 associate of AMG.  Timminco produces silicon metal for the chemical (silicones), aluminium and electronic / solar industries.  Timminco also produces solar grade silicon, using its proprietary technology for purifying silicon metal, for the solar photovoltaic energy industry.

 

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). 

 

 

 

 

 

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.