Novelis Inc. Commences Tender Offer and Consent Solicitation and Change of Control Offer for 7-1/4% Senior Notes Due 2015
16 May 2007 - 11:39PM
PR Newswire (US)
ATLANTA, May 16 /PRNewswire-FirstCall/ -- Novelis Inc. announced
today the commencement of a cash tender offer to purchase all of
its outstanding $1.4 billion principal amount of 7-1/4% Senior
Notes due 2015. In conjunction with the tender offer, Novelis is
also soliciting consents to certain proposed amendments to the
indenture governing the senior notes that would eliminate
substantially all of the restrictive covenants and events of
default contained in the indenture. Adoption of the proposed
amendments to the indenture requires the consent of holders of not
less than a majority in principal amount of the outstanding senior
notes. Holders of senior notes that validly tender their senior
notes and deliver their consents pursuant to the tender offer prior
to 5:00 p.m., New York City time, on the early consent date of May
31, 2007, will be entitled to receive the total tender offer
consideration of $1,015 per $1,000 principal amount of senior
notes, which is the sum of the offer consideration of $1,010 and
the early consent payment of $5.00. Holders that validly tender
their senior notes and deliver their consents pursuant to the
tender offer on or after 5:00 p.m., New York City time, on the
early consent date of May 31, 2007, but prior to 8:00 a.m., New
York City time, on the tender offer expiration date of June 15,
2007, will only be entitled to receive the offer consideration of
$1,010 per $1,000 principal amount of senior notes. In each case,
holders will also receive accrued and unpaid interest to, but
excluding, the settlement date of the tender offer. Novelis'
obligation to accept tendered senior notes for payment is
contingent, among other things, upon holders of a majority of the
senior notes consenting to the proposed amendments to the
indenture. If any of the tender offer conditions are not satisfied,
Novelis is not obligated to accept for payment, or may delay the
acceptance for payment of, any senior notes tendered pursuant to
the tender offer and may terminate the tender offer. On May 15,
2007, Hindalco Industries Limited (BSE:HINDALCO) completed its
acquisition of Novelis through Hindalco's indirect wholly-owned
subsidiary AV Metals Inc. pursuant to a Canadian court-approved
plan of arrangement. As a result of the arrangement, a change of
control under the indenture has occurred. Therefore, Novelis also
announced today the commencement of a change of control offer to
repurchase all of the outstanding senior notes. Holders that
validly tender their senior notes pursuant to the change of control
offer prior to 8:00 a.m., New York City time, on the change of
control offer expiration date of June 15, 2007, will be entitled to
receive the offer consideration of $1,010 per $1,000 principal
amount of senior notes. Holders will also receive accrued and
unpaid interest to, and including, the settlement date of the
change of control offer. A senior note may be tendered in the
tender offer or the change of control offer, but not both. Holders
participating in the change of control offer will not be eligible,
under any circumstances, to receive the early consent payment of
$5.00 per $1,000 principal amount of senior notes. The tender offer
and the change of control offer will expire on June 15, 2007 unless
extended by Novelis in its sole discretion. The terms and
conditions of the tender offer and change of control offer are set
forth in an Offer to Purchase and Consent Solicitation Statement
dated May 16, 2007, and related Consent and Letter of Transmittal.
UBS Investment Bank and ABN AMRO Incorporated are acting as dealer
managers in connection with the tender offer and the change of
control offer. Questions about the tender offer and the change of
control offer may be directed to the Liability Management Group of
UBS Investment Bank at (888) 722-9555 ext. 4210 (toll free) or
(203) 719-4210 (collect) and to Robert Silverschotz at ABN AMRO
Incorporated at (212) 409-6862. Requests for documentation should
be directed to Global Bondholder Services Corporation, the
information agent in connection with the tender offer and the
change of control offer, at (212) 430-3774 or (866) 807-2200 (toll
free). The depositary for the tender offer and the change of
control offer is The Bank of New York Trust Company, N.A. This
press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to sell securities.
No recommendation is made as to whether or not holders of senior
notes should tender their securities pursuant to the tender offer
or the change of control offer. About Novelis Novelis, a subsidiary
of Hindalco Industries Limited, is the global leader in aluminum
rolled products and aluminum can recycling. The Company operates in
11 countries, has approximately 12,900 employees, and reported
revenue of $9.8 billion in 2006. Novelis offers the capability to
provide its customers with a regional supply of technologically
sophisticated rolled aluminum products throughout Asia, Europe,
North America and South America. Through its advanced production
capabilities, the Company supplies aluminum sheet and foil to the
automotive and transportation, beverage and food packaging,
construction and industrial, and printing markets. Visit
http://www.novelis.com/. About Hindalco Hindalco Industries Limited
is Asia's largest integrated primary producer of aluminum and a
leading integrated producer of copper. Based in Mumbai, India,
Hindalco recorded revenues of approximately US$4.3 billion for the
fiscal year ended March 31, 2007. Hindalco's integrated operations
and operating efficiency have positioned the company among the most
cost-efficient aluminum producers globally. Hindalco's stock is
publicly traded on the Bombay Stock Exchange, the National Stock
Exchange of India Limited and the Luxembourg Stock Exchange. Visit
http://www.hindalco.com/. Statements made in this news release
which describe Novelis' intentions, expectations or predictions may
be forward-looking statements within the meaning of securities
laws. Examples of forward-looking statements in this news release
include those related to Novelis' expectations or predictions
related to the future acquisition of the senior notes through
redemption, open market purchases, privately negotiated
transactions, tender offers, exchange offers or otherwise, upon
such terms and for such consideration as Novelis or its affiliates
may determine. Novelis cautions that, by their nature,
forward-looking statements involve risk and uncertainty. Novelis
does not intend, and disclaims any obligation, to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. Important risk factors which could
impact Novelis are included under the caption "Risk Factors" in
Novelis' Annual Report on Form 10-K for the year ended December 31,
2006, as amended and filed with the SEC, and are specifically
incorporated by reference into this news release. DATASOURCE:
Novelis Inc. CONTACT: Charles Belbin, Novelis Media Contact
+1-404-814-4260, +1-404-803-2588 (mobile), ; or Hindalco Media
Contact, Dr. Pragnya Ram, +91-22-6652-5160, +91 98 2102 4395
(mobile), Web site: http://www.novelis.com/
http://www.hindalco.com/
Copyright