Majority of Holders of Metaldyne 10% Senior Notes Due 2013 Announce Execution of Lockup Agreement.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- On September 1, 2006, Metaldyne Corporation (the "Company") announced that it had agreed to be acquired by Asahi Tec Corporation (the "Transaction"). In various releases since that announcement including its 8-K filing dated October 17, 2006, the Company has indicated that it would be seeking consents from holders of the Senior Notes for various elements of the proposed Transaction. A group of holders of a majority of the Company's 10% Notes ("Senior Notes"), represented by the law firm of Stroock & Stroock & Lavan LLP LLP - Lower Layer Protocol , has entered into an agreement (the "Lockup Agreement lockup agreement A contractual offer of valuable assets or stock made by a takeover target to the suitor deemed most acceptable to management. A lockup agreement tends to discourage unwanted suitors, but it may penalize the target firm's stockholders because ") relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc any tender offer, consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with or other restructuring of the Senior Notes that may be proposed by the Company. As of November 3, 2006, the signatories to the Lockup Agreement (the "Signatories") hold more than 60% of the $150,000,000 in outstanding Senior Notes. The Lockup Agreement generally provides that the Signatories will not tender the Senior Notes, provide any requested consents or otherwise consent to any proposed restructuring of the Senior Notes absent the express supermajority Supermajority A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger. written agreement of the Signatories. Pursuant to the Lockup Agreement, a supermajority agreement requires 80% in principal amount of the Senior Notes held by the Signatories. In addition, if a supermajority of Signatories determines to accept a tender, provide consents, or agree to a restructuring of the Senior Notes, each one of the Signatories will be required to tender or provide consents in accordance with that determination. |
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