Majority of Holders of Metaldyne 11% Senior Subordinated Notes Due 2012 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 has agreed to be acquired by Asahi Tec Corporation in a cashout merger (the "Transaction"). The Media Release accompanying that announcement indicated that the Company would seek necessary "consents and waivers" for the Transaction from the holders of the Company's 11% Senior Subordinated Notes due 2012 (the "11% Notes"). On October 4, 2006, the Company filed a Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , in which it indicated that the Company and Asahi Tec Corporation were in discussions regarding whether a tender offer for the Company's Senior Subordinated Notes "should be pursued on the previously contemplated basis or at all in connection with the [Transaction]." A group of holders of a majority of the Company's 11% Notes, represented by the law firm of Brown Rudnick Berlack Israels 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 any tender offer or 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 that may be proposed by the Company in respect of the 11% Notes. As of October 12, 2006, the signatories to the Lockup Agreement (the "Signatories") hold an aggregate of $141,425,000 in 11% NotesCoin excess of a majority of the $250,000,000 in outstanding 11% Notes. The Lockup Agreement generally provides that the Signatories will not tender the 11% Notes nor provide any requested consent 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 90% in principal amount of the 11% Notes held by the Signatories, and at least 2/3 in number of Signatories. In addition, if a supermajority of Signatories determines to accept a tender or provide consents, each one of the Signatories will be required to tender or provide consents in accordance with that determination. |
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