TK Aluminum Ltd., the indirect parent of Teksid Aluminum Luxembourg S.a r.l., S.C.A. ("Teksid Luxembourg"), announced today that on August 20, 2007 Teksid Luxembourg entered into a purchase agreement (the "Purchase Agreement") to sell its equity interests in TK Aluminum France S.A.S. and Teksid Deutschland GmbH to Bavariaring 0906 GmbH ("Bavariaring"), an affiliate of BAVARIA Industriekapital AG ("Bavaria AG"). TK Aluminum France S.A.S. is the parent of Teksid France S.A.S., Fonderie du Poitou Aluminium S.A.S., Fonderie Aluminium Cleon S.A.S. and Metaltemple S.A.S. and as a result of the transactions contemplated by the Purchase Agreement, such subsidiaries would be indirectly sold to Bavariaring.
The parties have not disclosed the financial terms of the Purchase Agreement at this time. Pursuant to the Purchase Agreement and subject to certain conditions, Bavariaring will share operational control of the acquired companies in the period prior to the closing of the transactions contemplated by the Purchase Agreement.
The Purchase Agreement is subject to termination by Teksid Luxembourg in the event the Supervisory Board of Bavaria AG does not authorize and approve certain aspects of the transactions contemplated by the Purchase Agreement on or before September 15, 2007. The Purchase Agreement is also subject to certain conditions to closing, including receipt by Teksid Luxembourg of consent of at least a majority in principal amount of Teksid Luxembourg's 11 3/8 Senior Notes and may be terminated by Teksid Luxembourg in the event such consent is not received.
There can be no assurance that the Bavaria AG Supervisory Board will authorize and approve certain aspects of the transactions contemplated by the Purchase Agreement on or before September 15, 2007, that Teksid Luxembourg will not terminate the Purchase Agreement in the event that the Bavaria AG Supervisory Board does not authorize and approve such aspects of the transactions on or before September 15, 2007, that the conditions to the Purchase Agreement will be satisfied or that the sale of the acquired companies contemplated thereby will be consummated.