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Teksid Aluminum Luxembourg S.Ã r.l., S.C.A. Announces a Consent Solicitation to Proposed Amendments to the Indenture
HAMILTON, Bermuda, September 25 /PRNewswire/ -- Teksid Aluminum Luxembourg S.Ã r.l., S.C.A. (the "Company") announced that on September 25, 2007 it commenced a solicitation of consents from each holder of its outstanding 11 3/8% Senior Notes due 2011 (the "Senior Notes") pursuant to a consent solicitation statement dated September 25, 2007 (the "Statement"), to implement proposed amendments to the indenture governing the Senior Notes (the "Indenture"). The consent solicitation will expire at 10:00 a.m., New York City time (3:00 p.m., London time), on October 1, 2007, unless extended or earlier terminated (the "Expiration Date"). Adoption of the proposed amendments and execution of a supplemental indenture giving effect to the proposed amendments (the "Supplemental Indenture") requires the receipt of consents of at least a majority of the then aggregate outstanding principal amount of Senior Notes (the "Requisite Consents") on or prior to the Expiration Date. Noteholders who consent at or prior to the execution of the Supplemental Indenture may revoke their consents at any time prior to the execution of the Supplemental Indenture, but not thereafter. By delivering their consents, Noteholders are consenting to the Proposed Amendments to the Indenture that will amend the Indenture to, among other things: (i) allow the sale of Teksid Deutschland GmbH and TK Aluminum-France S.A.S. and, indirectly, the latter's subsidiaries Teksid France S.A.S., Metaltemple S.A.S., Fonderie Aluminium Cleon S.A.S. and Fonderie du Poitou Aluminium S.A.S. (the "French Subsidiaries") to Bavariaring 0906 GmbH; (ii) allow settlement, write-off, or other extinguishment of certain intercompany obligations, including the obligations owed by the Company to certain of the French Subsidiaries and the obligations owed by certain of the French Subsidiaries to certain of the Company's remaining subsidiaries; and (iii) allow the Company to capitalize or convert to equity that certain intercompany loan in the aggregate amount of approximately EUR135 million, which amount includes accrued and unpaid interest, owed by TK Aluminum-France S.A.S. to the Company. Houlihan Lokey Howard & Zukin (Europe) Limited and Cadwalader, Wickersham & Taft LLP, advisors to the ad hoc committee of Holders, have advised the Company that they believe Holders will give the Requisite Consents in support of the Proposed Amendments. As soon as the Requisite Consents are obtained, the Company intends to execute the Supplemental Indenture. There will not be any consent fee offered to holders of Senior Notes in conjunction with the consent solicitation. The completion of the consent solicitation is subject to, among other things, the following conditions: the valid receipt, prior to the Expiration Date, of the Requisite Consents, the due execution of the Supplemental Indenture, and certain other general conditions described in the Statement. These conditions are for the Company's sole benefit and the Company may waive them in whole or in part at any or at various times prior to the expiration of the consent solicitation in its sole discretion. In addition, subject to the terms set forth in the Statement, the Company expressly reserves the right, but will not be obligated, at any time or from time to time, on or prior to the Expiration Date, to extend or amend the consent solicitation in any respect, subject to applicable law. For information regarding the consent solicitation, please refer to the Statement, including the procedures described in the Statement under "Procedures for Delivering Consents." This announcement is for informational purposes only and does not constitute an invitation to participate in the consent solicitation in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required to inform themselves about, and to observe any such restrictions. The consent solicitation is made only by the Statement dated September 25, 2007. You should read the Statement before making a decision whether to deliver consents. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the federal securities laws relating to the consent solicitation. These statements are based upon management's current expectations and beliefs and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company's control and the risk factors and other cautionary statements discussed in the Statement.






