AMG announces voluntary tender offer for Graphit Kropfmühl
Amsterdam, 29 February 2012 --- AMG Advanced Metallurgical Group N.V.´s, ("AMG",
EURONEXT AMSTERDAM: "AMG") wholly owned subsidiary, AMG Invest GmbH ("AMG
Invest") has commenced the preparation of a voluntary public tender offer (the
"Voluntary Tender") pursuant to the German Securities Acquisition and Tender Act
to acquire all non-par value bearer shares in Graphit Kropfmühl AG, ("GK")
Hauzenberg, Germany. AMG Invest will publish the Voluntary Tender document
following approval of the German Federal Financial Supervisory Authority
("BaFin").
AMG Invest currently owns 88.15% of GK´s shares. AMG Invest is offering EUR31.75
per share for the 341,321 GK shares that it does not own. The EUR31.75 price for
the GK shares is a 29% premium compared to the current market price and a 37%
premium to GK´s fair market value as determined by Warth & Klein Grant Thornton
AG under the IDW Standard S1 of the Institute of Public Auditors in Germany.
The Voluntary Tender is expected to be completed during the second quarter of
2012. AMG intends to finance the Voluntary Tender from available balance sheet
resources.
Upon acquiring the required amount of GK shares outstanding, AMG intends to
initiate a squeeze out of the remaining minority shareholders with a goal to own
100% of GK. 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. Upon successful completion of the Voluntary
Tender, AMG will begin segment reporting of AMG Mining´s financial results,
including the antimony mining, concentration and smelting operations in Turkey
and antimony trioxide operations in France, and the tantalum and niobium mining
operations in Brazil. The formation of this new operating structure will
streamline the management and financing of AMG Mining´s vertical integration
expansion strategy.
Credit Facility Expansion
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In conjunction with the Voluntary Tender, AMG is in the process of exercising
the incremental term and revolving facility feature of its primary multicurrency
term loan and revolving credit facility and securing approximately $62 million
in incremental credit from its banking consortium. Upon successful completion
of the Voluntary Tender, AMG´s total credit facility will be a U.S. dollar
equivalent $377 million. The incremental borrowing costs are consistent with
those in the existing facility. The term of this facility remains the same,
with an April 2016 maturity date. Upon successful completion of the Voluntary