ALERIS CORPORATION (NYSE:ARS) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.
As previously announced, on August29, 2016, Aleris Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zhongwang USA LLC (“Parent”), Zhongwang Aluminum Corporation, and the stockholders representative party thereto.
The closing of the merger was subject to certain closing conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”). In July 2017, CIFIUS raised concerns about the transactions, and the Company and Parent withdrew their filings and extended the Merger Agreement to allow for additional discussions. The Company and Parent agreed to extend the termination date of the Merger Agreement a number of times and most recently agreed that the Merger Agreement would terminate on November12, 2017.
The Merger Agreement has terminated. Neither the Company nor Parent will incur any termination fees in connection with the termination of the Merger Agreement.
On November13, 2017, the Company issued a press release announcing the termination of the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated in its entirety herein by reference.
| Item 1.02. | Exhibits and Financial Statements. |
(d)Exhibits.
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ExhibitNo. |
Description |
| 99.1 | Press Release, dated November13, 2017. |
Forward-Looking Statements
Certain statements included herein may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. Statements under headings with “Outlook” in the title and statements about our beliefs and expectations and statements containing the words “may,” “could,” “would,” “should,” “will,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “look forward to,” “intend” and similar expressions intended to connote future events and circumstances constitute forward-looking statements. Forward-looking statements include statements about, among other things, future costs and prices of commodities, production volumes, industry trends, anticipated cost savings, anticipated benefits from new products, facilities, acquisitions or divestitures, projected results of operations, achievement of production efficiencies, capacity expansions, future prices and demand for our products and estimated cash flows and sufficiency of cash flows to fund capital expenditures. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in or implied by any forward-looking statement. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the following: (1)our ability to successfully implement our business strategy; (2)the success of past and future acquisitions or divestitures; (3)the cyclical nature of the aluminum industry, material adverse changes in the aluminum industry or our end-uses, such as global and regional supply and demand conditions for aluminum and aluminum products, and changes in our customers’ industries; (4)increases in the cost, or limited availability, of raw materials and energy; (5)our ability to enter into effective metal, energy and other commodity derivatives or arrangements with customers to manage effectively our exposure to commodity price fluctuations and changes in the pricing of metals, especially London Metal Exchange-based aluminum prices; (6)our ability to generate sufficient cash flows to fund our capital expenditure requirements and to meet our debt obligations; (7)competitor pricing activity, competition of aluminum with alternative materials and the general impact of competition in the industry end-uses we serve; (8)our ability to
retain the services of certain members of our management; (9)the loss of order volumes from any of our largest customers; (10)our ability to retain customers, a substantial number of whom do not have long-term contractual arrangements with us; (11)our ability to fulfill our substantial capital investment requirements; (12)risks of investing in and conducting operations on a global basis, including political, social, economic, currency and regulatory factors; (13)variability in general economic conditions on a global or regional basis; (14)current environmental liabilities and the cost of compliance with and liabilities under health and safety laws; (15)labor relations (i.e., disruptions, strikes or work stoppages) and labor costs; (16)our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur; (17)our levels of indebtedness and debt service obligations, including changes in our credit ratings, material increases in our cost of borrowing or the failure of financial institutions to fulfill their commitments to us under committed facilities; (18)our ability to access credit or capital markets; (19)the possibility that we may incur additional indebtedness in the future; (20)limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under the Senior Notes; and (21)other factors discussed in our filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” contained therein. Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether in response to new information, futures events or otherwise, except as otherwise required by law.
Aleris Corp ExhibitEX-99.1 2 d471870dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 ZHONGWANG USA ACQUISITION OF ALERIS WILL NOT PROCEED CLEVELAND,…To view the full exhibit click here