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STOCK SYMBOL: TIM
(The Toronto Stock Exchange)
Sedar Filer Profile #00000838
TORONTO, Ontario (February 24, 2003) Timminco Limited (the Corporation) today announced that it has entered into an agreement with Safeguard International Fund L.P. (Safeguard) and Timmins Investments Limited (TIL) pursuant to which Safeguard has agreed to subscribe for 6.0 million Common Shares of the Corporation at a price of $1.10 per Common Share.
Under the terms of the agreement Safeguard has also agreed to make an offer to all of the Corporations shareholders to purchase up to 4.0 million additional Common Shares at a price of $1.10 per Common Share (the Offer). The initiation of the Offer is conditional upon the completion of the subscription by Safeguard for 6.0 million Common Shares and the issuance by the Corporation of such shares. On the completion of such issuance, Safeguard will nominate four of the seven members of the Board of Directors of the Corporation, at least two of whom will be independent of Safeguard.
The agreement between Safeguard and the Corporation represents the culmination of the work of Board of Directors of the Corporation and its Special Committee undertaken over the course of the last 15 months, with the assistance of their financial advisors CIBC World Markets Inc., to identify strategic alternatives which would enhance the Corporations financial position and maximize value for the Corporations shareholders.
The subscription by Safeguard for 6.0 million Common Shares of the Corporation is conditional upon the successful completion of due diligence by Safeguard, the reinstatement by the Corporation of a credit agreement with The Bank of Nova Scotia or an alternate lender, the receipt of necessary regulatory approvals and other consents, and the satisfactory negotiation of definitive transaction documents.
In connection with the subscription by Safeguard for Common Shares of the Corporation, Safeguard and TIL will enter into separate agreements pursuant to which (i) Safeguard will obtain voting control over all of the Common Shares of the Corporation owned by TIL (resulting in Safeguard controlling the votes of approximately 56.3% of the Corporations Common Shares), and (ii) TIL will agree to tender all of its Common Shares of the Corporation to the Offer, which will be pro-rated to the extent that other shareholders take up the Offer.
The Corporation and Safeguard expect the subscription and issuance of the 6.0 million Common Shares to Safeguard to be completed within the next 30-60 days, and the Offer to be mailed to shareholders 30 days thereafter.
Timminco is the world leader in manufacturing and supplying engineered magnesium extrusions and an international leader in the production and marketing of specialty magnesium, calcium and strontium metals and alloys.
Safeguard is a cross-Atlantic private equity fund primarily engaged in leveraged acquisitions as well as a wide-range of other private equity investments, including growth equity financings, recapitalizations, and acquisition-oriented financing transactions. Based in suburban Philadelphia, Pennsylvania with European operations centered in Frankfurt, Germany, Safeguard manages US$370 million of equity capital. Safeguard specializes in investing in technology-oriented industrial businesses in Europe and North America.
TIL is a Toronto-based holding company which owns 11,233,311, or approximately 46% of the Common Shares of the Corporation.
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For further information:
Rodney D. Gloss
Vice-President and Chief Financial Officer
Tel: (303) 343-8667
Fax: (303) 363-1532
Keith DSouza
Corporate Secretary & Director - Human Resources
Tel: (416) 364-5171
Fax: (416) 364-3451.
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