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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MAY 24, 2006 (MAY 23, 2006)
Date of Report (Date of Earliest Event Reported)
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ALERIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-7170 75-2008280
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
25825 SCIENCE PARK DRIVE, SUITE 400 44122
BEACHWOOD, OHIO (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (216) 910-3400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
DEFINITIVE AGREEMENT
Aleris International, Inc. (the "Company") entered into definitive
purchase agreements to acquire the $1.8 billion revenue downstream aluminum
business of Corus Group plc ("Corus").
The transaction will include Corus's aluminum rolling and extrusion
businesses but will not include Corus's primary aluminum smelters.
Aggregate net cash consideration for the acquisition will be approximately
700 million euro, excluding the assumption of approximately 28 million euro
of debt as well as certain other liabilities.
The transaction includes two agreements, one for the purchase of
Corus's European and Chinese legal entities and the other for the purchase
of Corus's Canadian legal entitities. With respect to the European and
Chinese agreement, the Company entered into a definitive share purchase
agreement (the "Share Purchase Agreement") with Corus to purchase all of
the capital stock of Corus Hylite BV, Corus Aluminium Rolled Products BV,
Corus Aluminium NV, Corus Aluminium GmbH, Corus Aluminium Corporation and
Hoogovens Aluminium Europe Inc. and their respective subsidiaries (the
"Corus Entities").
The Corus Entities made customary representations, warranties and
covenants in the Share Purchase Agreement, including, among others,
covenants (i) to conduct their business in the ordinary course consistent
with past practice during the interim period between the execution of the
Share Purchase Agreement and consummation of the transaction, and (ii) not
to engage in certain transactions during such period. Aleris has made
customary representations, warranties and covenants in the Share Purchase
Agreement. Consummation of the Corus Acquisition is subject to customary
conditions, including (i) clearance by the European Commission, (ii)
expiration or termination of the applicable Hart-Scott-Rodino waiting
period, (iii) delivery of audited financial statements by Corus, and (iv)
the absence of any material adverse effect on the Corus Entities. If the
transaction is not consummated on or before October 31, 2006, the Share
Purchase Agreement may be terminated by either party unless otherwise
waived in accordance with the terms of the Share Purchase Agreement.
With respect to the Canadian agreement, Aleris also entered into a
definitive securities purchase agreement (the "Canadian Securities Purchase
Agreement") with Corus and Societe generale de financement du Quebec to
purchase limited partnership interests of Corus and Societe generale de
financement du Quebec in Corus LP and the shares which they respectively
hold in Corus Aluminium Inc., Corus LP's general partner, for a net cash
consideration of approximately (euro)61 million, subject to adjustment (the
"Canadian Acquisition"). Completion of the Canadian Acquisition is subject
to customary closing conditions, including regulatory approvals in Canada
and the United States. The Canadian Acquisition Agreement will terminate on
October 31, 2006 if the transaction has not been consummated.
The foregoing descriptions of the Share Purchase Agreement and the
Canadian Securities Purchase Agreement do not purport to be complete and
are qualified in their entirety by reference to the Share Purchase
Agreement and Canadian Securities Purchase Agreement, copies of which are
attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current
Report on Form 8-K and are incorporated by reference into this Item 1.01.
ITEM 7.01. REGULATION FD DISCLOSURE
On May 24, 2006, Aleris issued a press release regarding the Share
Purchase Agreement and Canadian Securities Purchase Agreement. A copy of
the press release is attached hereto as Exhibit 99.3.
The information contained in this Current Report on Form 8-K and on
Exhibit 99.3 contains certain forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Statements contained in this report and on such exhibit that
are not historical in nature are considered to be forward-looking
statements. They include statements regarding our expectations, hopes,
beliefs, estimates, intentions or strategies regarding the future. These
include statements that contain words such as "believe", "expect", "
anticipate", "intend", "estimate", "should", and similar expressions
intended to connote future events and circumstances, and include statements
regarding future earnings and earnings per share, future improvements in
margins, processing volumes and pricing, improvements in internal controls,
future effects of derivatives accounting, anticipated continuation of
strengthened U.S. and worldwide industrial activity, expected cost savings,
and anticipated synergies resulting from the acquisitions of Corus.
Investors are cautioned that all forward-looking statements involve
risks and uncertainties, and that actual results could differ materially
from those described in the forward-looking statements. These risks and
uncertainties would include, without limitation, our ability to effectively
integrate the business and operations of Corus; slowdowns in automotive
production in the U.S. and Europe; the financial condition of our customers
and future bankruptcies and defaults by our major customers; the
availability at favorable cost of aluminum scrap and other metal supplies
that we process; our ability to enter into effective metals, natural gas
and other commodity derivatives; future natural gas and other fuel costs; a
weakening in industrial demand resulting from a decline in economic
conditions, including any decline caused by terrorist activities or other
unanticipated events; future utilized capacity of our various facilities;
restrictions on and future levels and timing of capital expenditures;
retention of major customers; the timing and amounts of collections; the
future mix of product sales vs. tolling business; currency exchange
fluctuations; future write-downs or impairment charges which may be
required because of the occurrence of uncertainties listed above; and other
risks listed in our filings with the Securities and Exchange Commission,
including but not limited to our annual report on Form 10-K for the year
ended December 31, 2005 and our quarterly report on Form 10-Q for the
quarter ended March 31, 2006, particularly the sections entitled "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained therein.
The forward-looking statements contained in this report and on such
exhibit are made only as of the date hereof. We do not assume any
obligation to update any of these forward-looking statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Share Purchase Agreement, dated May 23, 2006, between Aleris
International, Inc. and Corus Group plc to purchase all of
the share capital of Hylite BV, Corus Aluminium Rolled
Products BV, Corus Aluminium NV, Corus Aluminium GmbH, Corus
Aluminium Corporation and Hoogovens Aluminium Europe Inc.
and their respective subsidiaries. Filed without schedules.
99.2 Securities Purchase Agreement, dated May 23, 2006, by and
among Aleris International, Inc., Corus Group plc and
Societe generale de financement du Quebec to purchase the
limited partnership interests in Corus LP from Corus Group
plc and Societe generale de financement du Quebec and the
shares which they respectively hold in Corus Aluminium Inc.,
Corus LP's general partner. Filed without schedules.
99.3 Aleris Press Release dated May 24, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: May 24, 2006
ALERIS INTERNATIONAL, INC.
By: /s/ Michael D. Friday
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Michael D. Friday
Executive Vice President and Chief
Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Share Purchase Agreement, dated May 23, 2006, between Aleris
International, Inc. and Corus Group plc to purchase all of
the share capital of Hylite BV, Corus Aluminium Rolled
Products BV, Corus Aluminium NV, Corus Aluminium GmbH, Corus
Aluminium Corporation and Hoogovens Aluminium Europe Inc.
and their respective subsidiaries. Filed without schedules.
99.2 Securities Purchase Agreement, dated May 23, 2006, by and
among Aleris International, Inc., Corus Group plc and
Societe generale de financement du Quebec to purchase the
limited partnership interests in Corus LP from Corus Group
plc and Societe generale de financement du Quebec and the
shares which they respectively hold in Corus Aluminium Inc.,
Corus LP's general partner. Filed without schedules.
99.3 Aleris Press Release dated May 24, 2006.