| Filed by Globe Specialty Metals, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Globe Specialty Metals, Inc. Filer’s SEC File No.: 001-34420 Date: September 2, 2015 |
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Filer’s SEC File No.: 001-34420
Date: September 2, 2015
Globe Specialty Metals & Grupo FerroAtlántica
Transaction Update
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Disclaimer and Forward Looking Statements
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Globe’s, Grupo Villar Mir’s, FerroAtlántica’s and VeloNewco’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict(s),” “will,” “expect(s),”
“estimate(s),” “project(s),” “positioned,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco’s ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of shareholder approval; regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule; Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco’s ability to meet expectations regarding the timing, completion and other aspects of the transaction; the possibility that the parties may be unable to successfully integrate Globe’s and
FerroAtlántica’s operations and that such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees may be difficult; the intense competition and expected increased competition in the future; the ability to adapt services to changes in technology or the marketplace; the ability to maintain and grow relationships with customers and clients; the historic cyclicality of the metals industry and the attendant swings in market price and demand; increases in energy costs and the effect on costs of production; disruptions in the supply of power; availability of raw materials or transportation; cost of raw material inputs and the ability to pass along those costs to customers; costs associated with labor disputes and stoppages; the ability to generate sufficient cash to service indebtedness; integration and development of prior and future acquisitions; VeloNewco’s ability to effectively implement strategic initiatives and actions taken to increase sales growth; VeloNewco’s ability to compete successfully; availability and cost of maintaining adequate levels of insurance; the ability to protect trade secrets or maintain their trademarks and other intellectual property; equipment failures, delays in deliveries or catastrophic loss at any of Globe’s, FerroAtlántica’s or VeloNewco’s manufacturing facilities; changes in laws protecting U.S. and Canadian companies from unfair foreign competition or the measures currently in place or expected to be imposed under those laws; compliance with, potential liability under, and risks related to environmental, health and safety laws and regulations (and changes in such laws and regulations, including their enforcement or interpretation); risks from international operations, such as foreign exchange, tariff, tax, inflation, increased costs, political risks and their ability to expand in certain international markets; ability to manage foreign operations; risks associated with the metals manufacturing and smelting activity; ability to manage price and operational risks including industrial accidents and natural disasters; ability to acquire or renew permits and approvals; potential loss due to immediate cancellations of service contracts; risks associated with potential unionization of employees or work stoppages that could adversely affect the parties’ operations; changes in general economic, business and political conditions, including changes in the financial markets; and exchange rate fluctuation. Additional information concerning these and other factors can be found in Globe’s filings with the Securities and Exchange Commission (“SEC”), including Globe’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the registration statement on Form F-4 filed by VeloNewco. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof and the parties undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction among Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco. In connection with the proposed transaction, VeloNewco has filed with the SEC a registration statement on Form F-4, which includes a proxy statement of Globe that also constitutes a prospectus of VeloNewco. Investors and security holders are urged to read the definitive proxy statement/prospectus, which was filed with the SEC by Globe on August 12, 2015, together with all other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. Investors and security holders are able to obtain the documents free of charge at the SEC’s website, http://www.sec.gov, or for free from Globe by contacting the Corporate Secretary, Globe Specialty Metals, 600 Brickell Avenue, Suite 3100, Miami, FL 33131, telephone: 786-509-6900 (for documents filed with the SEC by Globe) or from Grupo Villar Mir by contacting Investor Relations, Torre Espacio, Paseo de la Castellana, 259 D 49a, 28046 Madrid, Spain, +34 91 556 7347 (for documents filed with the SEC by Grupo Villar Mir, FerroAtlantica or VeloNewco).
Participants in Solicitation
Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco and their directors and executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the holders of Globe common stock with respect to the proposed transaction. Information about Globe’s directors and executive officers is set forth in the definitive proxy statement filed in connection with Globe’s 2014 annual meeting of shareholders, which was filed with the SEC on October 27, 2014. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement/prospectus regarding the proposed transaction, which was filed with the SEC on August 12, 2015. These documents may be obtained free of charge from the SEC’s website http://www.sec.gov, or from Globe and Grupo Villar Mir using the contact information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Transaction Update – On Track for Q4 Close
Recent Developments:
? F-4 effective as of August 12th
? Initial integration planning:
? Site visits to FerroAtlántica plants
? Site visits to GSM plants
? Financial reporting integration planning meetings
? DoJ review pending, other regulatory approvals received
? Shareholder Meeting currently scheduled for September 10th
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“For the Transaction” recommendations received from the advisory firms:
— ISS Proxy Advisory Services
— Egan-Jones Ratings Company
— Glass, Lewis & Co.
Source: ISS Proxy Advisory Services Report, August 27, 2015; Egan-Jones Proxy Report, August 27, 2015; Glass, Lewis & Co, August 28, 2015.
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Merger is a Compelling Opportunity for GSM Shareholders
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Global Producer Significant |
Growth Potential A leader in silicon metal Enhanced Platform
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Enhanced Platform |
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and ferroalloys |
Diversified low-cost international
Entrepreneurial culture with platform with increased scale strong M&A and operational
Optimization potential through track record vertically integrated business model, bolstered by new energy platform
Strong Financial
Position Significant
5 Value Creation
3
Strong balance sheet and cash operating and
Substantial flow to support continued growth financial synergies and innovation, driving future Growing Demand shareholder returns 4 Transaction expected to be accretive to GSM EPS in year one
Auto, solar, consumer products
(silicones), construction and energy
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1,2 Strategic Benefits for Combined Group
Key Strategic Benefits
SiM FeSi SiMn FeMn MgFeSi CaSi Innoculants Fume Energy Coal
Products
Optimization of product flows enables faster delivery times and improved customer service
Customers
Enhanced ability to serve international customers with combined global platform Diversified customers across various end markets
Combination of two low-cost producers drives profitability through cycle
Cost Position &
Scale enhances access to, and procurement of, key raw materials
Raw Materials
Broader currency exposure flattens cost volatility
Combination of best-in-class engineering and operational expertise will drive synergies
Operational
Sharing of technological and operational “know-how” and best practices
Expertise Increased efficiencies and lower of production across combined assets cost Research and development; solar applications for silicon products
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Geographies Align to Create Global Leader in Silicon Metal & Alloys —
1,2
Internationalization of Cost Structure
24 ydro Plants, France
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écancour, Canada |
Silicon JV 45,000 mt 2 plants with 20MW combined
GSM 51% or 23,000 mt capacity 2 Boo, Spain
Ferro Manganese 57,000 mt
Dow Corning 49% 22,000 mt
Silicomanganese 115,000 tons
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a Malbaie, Quebec 15 |
London, UK 1 3
Quartz Mine 7 Cee, Spain
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Niagara Falls, NY 24 Ferrosilicon 18,000 mt |
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Ferro Manganese 55,000 mt |
Silicon 27,000 mt 16
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21 Silicomanganese 37,000 mt |
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everly, OH 10 |
Ferrosilicon and 11 230 dro Plants, Spain
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Dumbria, Spain |
Foundry Alloys 52,000 mt 12 plants with 192MW combined
Ferrosilicon 61,000 mt
Silicon 25,000 mt capacity 16 or Ferrosilicon 40,000 mt
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Sabon, Spain |
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lloy, WV 12 audun, France |
Silicon JV 72,000 mt Silicon 40,000 mt
Silicon 23,000 mt
GSM 51% or 36,700 mt 22
Ferrosilicon 35,000 mt
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Monzon, Spain |
Dow Corning 49% 35,300 mt
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13 olokwane, South Africa Ferro Manganese 80,000 mt orbin, KY (Alden Resources) |
Silicon / Quartz Mine 55,000 mt Silicomanganese 80,000 mt
Specialty Coal &
Preparation Plant 2.5 mil tons 14 and Carbide, South Africa
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Pierrefitte, France |
8 urora, IN Silicon 12,000 mt Inoculants 14,000 mt Fluorspar 65,000 mt 17 Ferrosilicon 40,000 mt
9 Inoculants 10,000 mt 8 Anglefort, France illingsley, AL
Quartz Mine enezuela Silicon 35,000 mt
15 13
10 ridgeport, AL Ferrosilicon 96,000 mt
9 Les Clavaux, France
Ferrosilicon 35,000 mt 19 errabal, Spain Ferro Manganese 21,000 mt
Quartz Mine Silicomanganese 22,000 mt Silicon 35,000 mt
11 elma, AL
14 ew Castle, South Africa 16 angshi, China
Silicon 24,000 mt 20 onia, Spain 10 Montricher, France
Ferrosilicon 45,000 mt Silicon 36,000 mt
12 Mendoza, Argentina Quartz Mine Silicon 33,000 mt
Calcium Silicon, 15 olice, Poland 17 amQuarz, South Africa
21 pain
Foundry Alloys 21,000 mt Cored Wire 8 mil meters SamQuarz mine 11 hateau Feuillet, France Mina Conchitina
Cored Wire 24 mil meters
Silicon 23,000 mt
16 hizuishan, Ningxia Hui, 22 enezuela 18 smeralda, Spain
Inoculants 20,000 mt
13 rgentina na (“Yonvey”) Quartz Mine Mina Esmeralda
Calcium Silicide 15,000 mt Hydroelectric Power 12 MW Carbon Electrodes 12,000 mt
Globe Operations FerroAtlántica Operations
Combined Company Headquarters Overlapping Countries
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Creating Significant Value for GSM Shareholders — Operational & Financial Synergy Potential |
Consolidation of management functions
SG&A /
Overhead • Elimination of regional offices and redundancies $10mm
Reduction in R&D
Cost Synergies
Improved furnace operations resulting in higher output Generating
Platform Incremental
A • Optimized production to better service customers $30mm
Optimization EBITDA
Cross-selling opportunities
(TEV/EBITDA Multiple)
Furnace maintenance and improvements to maximize yield Best Practices Procurement/raw material integration
1 • Electrode technology and procurement savings $25mm
Efficiencies
By-product recovery process
Financial Synergies
Financial • Tax savings Generating
+B • Refinancing of existing debt $30mm Incremental
Synergies
• Pay-down of debt from release of working capital Net Income
(P/E Multiple)
Working Aggregate 3-
Improved inventory and raw materials management Incremental
+C Capital Year Benefit: Cash Flow
Release $100mm
Source: GSM and FerroAtlántica management estimates.
1 Includes raw material integration, electrode technology, by-products recovery process, research and development and laboratory technology.
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Silicon Metal And Silicon-Based Alloy Prices have Proven More |
Resilient than Other Industrial Commodities…
110%
100%
90%
(13.9)%
lu e 80%
Va e d
(25.0)% x Inde 70%
(36.1)%
60% (40.5)%
(45.6)%
50%
(56.8)%
40%
Aug-2014 Oct-2014 Jan-2015 Mar-2015 Jun-2015 Aug-2015
Silicon Oil Iron Ore Aluminum Steel (HRC) Nickel
Source: Bloomberg. Market data as of 21-Aug-2015
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…supported by Favorable Trends and Stable Growth in Key End Markets |
North American Light Vehicle Aluminum
Content as a Percent of Curb Weight1 Consumer Goods
14.0% 13.0% Global GDP Growth Silicone End Uses
3.3 % 3.2 % 12.0% 10.4%
2.7 %
10.0% 8.8%
~500
7.8% Pounds
8.0% 7.1% 6.9%
6.4%
77
6.0% Pounds 4.5% 343
9% Pounds
4.0%
2.0% 2.1%
2.0% Approx. 10kg of silicon metal per car
0.0% 2015E 2016E 2017E
1970 1975 1980 1985 1990 1995 2000 2005 2010 2015E 2020E
Global Solar Demand Global Stainless Steel Consumption (Mt)
GW on (Kt) 120 500 000 2 110 200 ,100
100 ,000 43.0 41.1
90 900 39.4 37.7
80 800 35.1 36.2
34.3
70 Growth driven by 700
60 600 megatrends
50 500
40 ? Availability of energy 400 30 related financing 300
20 ? Battery + storage 200
10 ? YieldCo conversions 100
— —
2008 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E 2014 2015E 2016E 2017E 2018E 2019E 2020E PV Demand Silicon
Source: Ducker Worldwide, Wall Street Research, CRU, Photon Consulting, GTM Research, EPIA, HIS, GSM Analysis, WSJ, and the World Bank 1Based on 3,6000 lbs of curb weight
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…and Globe’s Production of Specialty Metals and Alloys |
Automotive Consumer Goods
Specialty Metals and Alloys
Specialty Steel Military / Defense
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Leading to Higher Margins Relative to Peers and… |
LTM Gross Margin %
28.6 %
20.2 %
18.7 % 18.6 % 18.3 %
14.3 %
9.5 % Dynamic Materials Globe Materion Haynes Kaiser Carpenter Allegheny
LTM EBITDA Margin %
17.9 %
13.3 %
11.8 % 11.7 %
9.8 %
7.4 %
7.3 % Globe Haynes Carpenter Kaiser Dynamic Materials Allegheny Materion
Source: Bloomberg. Market data as of 21-Aug-2015
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…And Stronger Financial Performance Relative to Peers |
GSM vs. Specialty Metals Peers
LTM LTM ROIC Net Debt / YoY Sales LTM Adj. LTM Gross Capacity Inventory Total Assets Growth EBITDA Margin % Utilization Turnover Margin
GSM vs. Other Metals Peers
LTM LTM ROIC Net Debt / YoY Sales LTM Adj. LTM Gross Capacity Inventory Total Assets Growth EBITDA Margin % Utilization Turnover Margin
Source: Bloomberg
Note: Specialty Metals Peers include GrafTech, Haynes International, Allegheny Technologies, Carpenter Technology, Dynamic Materials and RTI International
Other Metals Peers include Century Aluminum, Cliffs Natural Resources, Kaiser Aluminum, Worthington Industries, Steel Dynamics, Alcoa, AK Steel, Commercial Metals, and Materion.
ROIC defined as Adj. EBIT x (1-Tax) / (Net debt + Shareholders’ equity); blue bar represents Globe’s relative performance to its peer group.
LTM as of June 30, 2015.
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Strong Balance Sheet to Fund Opportunities |
Combined —
Pro Forma for the Transaction ($mm)
Net Debt $474mm1 $(20)mm $373mm4 Net Working Capital $580mm2 $111mm $691mm LTM EBITDA $191mm3 $143mm $389mm5
Net Leverage Metric
Net Debt / LTM EBITDA 2.6x NM < 1.0x6
Notes: Balances shown for Globe are as of June 30, 2015 from the 10K Annual Report 1 Net debt balance shown for FerroAtlántica as of December 31, 2014 per the F-4 filing in USD
2 Net working capital calculated as inventory plus accounts receivables less accounts payables; balances shown for FerroAtlántica are as of December 31, 2014 per the F-4 filing in USD
3 Based on financials for the Electrometallurgy and Energy Divisions (incl. trading and hydroelectric facilities) from the quarterly Grupo Villar Mir Group Performance updates (1Q15, 4Q14, 3Q14, 2Q14) 4 Based on maximum FerroAtlántica closing net debt balance of €351mm per Business Combination Agreement, converted at F/X rate of 1.1184 5 Combined LTM EBITDA Includes $55mm in first year synergies 6 Based on combined LTM EBITDA including $55mm of first year synergies
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Benefits from Working Capital Velocity — Significant Opportunity to Release Cash |
($mm)
Accounts Receivable $297mm $55mm Inventory $439mm $120mm Accounts Payable $156mm $64mm
Selected Working Capital Ratios
Days Sales Outstanding 74 25 Inventory Turns 2.0 5.4 Days Payable Outstanding 64 36
Note: Balances shown for FerroAtlántica are as of December 31, 2014 per the F-4 filing in USD, except where noted. Balances shown for Globe are as of June 30, 2015 from the 10K Annual Report.
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FerroAtlántica’s Energy Division Provides a Key Advantage and Additional Profit Center/Opportunity to Unlock Value |
Key Characteristics Key Statistics1
Largest independent hydroelectric power producer in Spain and France, with
Revenue $46mm an installed capacity totaling c.210MW Key Financials EBITDA $25mm
– Average annual output of 600 GWh
19MW of new hydro power currently under construction in Spain
– Production will commence during 1Q 2016 Energy Division provides a power hedge and profit center
Power Plants
FerroAtlántica (148 MW installed) Hidro Nitro (44 MW installed) FerroPem (20 MW installed)
FerroAtlántica Plant Location Capacity Plant Location Capacity Plant Location Capacity
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4 A Coruña |
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Castrelo 28.7 Huesca 13 t.Béron St.Béron 13.7 |
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Barasona 22.1 |
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7 (Castrelo) 8 |
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(Graus) |
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Hidro Nitro FerroPem |
Puente A Coruña
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10 2 2.7 14 Villalongue Pierrefite 6.0 |
14 Olveira (Castrelo) Huesca
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9 12 11 9 El Ciego 2.7 A Coruña (Estada)
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Carantoña 5.0 (Pasarela) |
Huesca
Santa A Coruña 10 Arias I (Somontano 6.4
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49.1 de Barbastro) Eugenia I (Ezaro) |
Huesca
A Coruña
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Fervenza 3.6 11 Arias II (Somontano 6.4 |
(A Reboira) de Barbastro) Santa A Coruña
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49.1 Huesca |
Eugenia II (Ezaro)
12 Ariéstolas (Somontano 6.1 de Barbastro) A Coruña
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Novo Pindo 9.8 (Ezaro) |
Note: Energy division includes the hydro power assets and the gas and electricity trading arm of Grupo Villar Mir.
1 Assumes historical average 1.2690 USD / EUR FX rate for revenue and EBITDA conversions, and 1.07 USD / EUR FX rate for balance sheet conversions. Key Financials are based on last twelve months as of March 31, 2015. Balance Sheet figures are as of March 31, 2015.
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Strong Track Record of Growth During Market Downturns — Uniquely Positioned to Capitalize on Growth Opportunities |
Previous Previous Current 1,710 Investment Period Investment Period Investment Period
Acquired GMI, Acquisition of Acquisitions of Acquisition of including Selma, AL, Mendoza and San Yonvey, China; Core Siltech, South Africa 1,520 Luis, Argentina; and Niagara, NY, and Metals, AL; MPM, IN;
Beverly, OH facilities Camargo, Brazil Alden, KY1;
Becancour, Canada2 1,330 Subsequent
Combination
Mining acquisitions of Alloy, Agreement with
& WV, Alabama Sand & FerroAtlántica
1,140 Gravel, AL, and Alloy
Metals Power Index 950 Composite 760
TSX 570 Acquired FerroVen,
/ Rocas Arcillas y Minerales, Pechiney S&P Électrométallurgie 380 (FerroPem and Silicon Smelters)
190 Acquired SamQuartz, South Acquired Rand
Carbide , South Africa Africa and Mangshi, China
0
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Bloomberg. Market data as of 21-Aug-2015
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Initial discussions commenced in 3Q10; acquisition announced 2Q11 |
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Initial discussions commended 4Q11; DIP financing in Jan. 2012; acquisition announced Apr. 2012 |
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Appendix
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GSM Today: A Leading North American Producer of Silicon Metal and Silicon Alloys
Revenue by Product2
A world leader in silicon metal and silicon alloys production
Serving key customers in the specialty chemical, aluminum, Other solar, steel and ductile iron foundry industries 11 %
Diversified production base with 11 facilities and three mines in six Silicon-based countries – U.S., Canada, Argentina, Poland, China and South Africa Alloys Silicon Metal
33 % 56 %
22 furnaces with installed power of 518 MW and capabilities to produce more than 350,0001 tons/year of silicon metal and silicon alloys
Revenue by Geography2
Mining locations in U.S. and Canada
Europe Asia
Key Financials: Latin
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% 1 % America |
LTM 6/30/2015 Revenue of $801mm and LTM 6/30/2015 EBITDA
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% |
of $143mm
Current Headquarters:
Miami, Florida, United States North
America
91 %
Source: GSM management.
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Includes tonnage from joint venture with Dow Corning |
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For the fiscal year ended June 30, 2015. 15 |
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FerroAtlántica Today
A leading global producer of silicon metal, silicon-based alloys Revenue by Product and manganese alloys
A leading independent Spanish producer of hydroelectric energy CaSi
1% Microsilica
2% Other
Two major business lines:
8% Energy
15 production centers: Spain (5), France (6), Venezuela (1), South Africa (2), China (1) Silicon Metal
5%
46 furnaces with installed power of 1,024 MW; produces more than 1mm tons/year 35% of ferroalloys Foundry
6% Ferrosilicon
Mining locations in Spain, France, Venezuela and South Africa 20%
Manganese Alloys
Electrometallurgy Additional solar silicon metal production capabilities
23%
Energy 14 total hydroelectric plants: Spain (12) and France (2)
Total installed capacity of 210 MW; average annual production of 650mm KWh Revenue by Geography
Key Financials: 1
LTM 3/30/15 €mm $mm
Spain—Electrometallurgy
Revenue 1,141 1,602 18% EBITDA 149 182 RoW
19% Spain— Energy Ownership: South Korea 5%
1% Rest of EU Germany
Currently 100% owned by Grupo Villar Mir, one of Spain’s largest private companies 17%
Italy 14% 3% US
Current Headquarters: 10%
South Africa
Madrid, Spain 4%
France UK
4% 5%
Source: FerroAtlántica management information and financial reports.
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Converted at 1Q2015 average USD / EUR exchange rate of 1.1283; 4Q2014 average of 1.2155; |
3Q2014 average of 1.2685; and 2Q2014 average of 1.3645 19