VANCOUVER, BC – International Beryllium Corporation (TSX-V: IB) (“IB” or the “Company”) is pleased to announce that it has signed a definitive agreement (the “Agreement”) to acquire Nonferrous Products, Inc., a profitable and growing beryllium metalworking and specialty alloy processing company. The proposed acquisition, previously announced in our June 5, 2008 news release, is an arm’s length transaction.
IB, through its wholly owned subsidiary IBC US Holdings, Inc. (“IBC US”), will acquire the issued shares of NF Industries, Inc., which in turn owns the issued shares of Nonferrous Products Inc. (collectively “NF” or “Nonferrous”) The aggregate purchase price is approximately US$10,500,000, payable as to US$6,000,000 in cash, US$3,000,000 in vendor debt and common shares of IBC (“IB Shares”) provided that IBC shall not be obligated to issue more than C$1,500,000 in IB Shares at a deemed price of C$0.50 per share. The Company has paid to the vendors a non-refundable deposit in the amount of US$500,000. The vendor debt will bear interest at 8% and is due in three years, but may be repaid at any time. Pursuant to the policies of the TSX Venture Exchange (the “TSXV”), the IB Shares issuable will be subject to a hold period of four months and one day from the date on which they are issued. Completion of the acquisition is subject to certain conditions including the approval of the Nonferrous shareholders and the TSXV. On completion of the acquisition IBC US will hold all of the issued and outstanding shares of Nonferrous. No finder’s fee is payable in connection with the acquisition.
“International Beryllium Corporation is very pleased to have signed this acquisition agreement with Nonferrous, which had 2007 revenues of US$11.4 million. On a pro forma basis with Freedom Alloys, our fiscal 2007 revenues were US$7.3 million, with the acquisition of Nonferrous increasing our revenue base by more than 100%,” said Anthony Dutton, President and CEO of IB. “We look forward to working closely with the NF management team as we continue to consolidate our position in the global beryllium market. We were very impressed with the Nonferrous team which possesses invaluable technical experience and market knowledge that will allow us to work together to aggressively expand our manufacturing and marketing footprint in North America and globally.”
Nonferrous Products, Inc. is a niche manufacturer of custom copper beryllium, copper and bronze alloys. NF provides tooling components for the North American automotive industry, Asian, European and North American plastic mold producers, electronic component manufacturers and the global oil and gas service industry. NF is also an approved vendor to the US Navy and privately owned submarine and aircraft carrier producers and repair facilities.
NF has been in continuous operation since its founding in 1946 and is headquartered on a 12-acre company-owned site in Franklin, Indiana, south of Indianapolis, where it has 49,000 square feet of manufacturing facilities. The company has a staff of 35 employees including three metallurgists and a seven-person technical sales staff. Consistently profitable, NF recorded a 16% increase in 2007 audited sales over 2006. Significant growth drivers include the rapidly expanding export markets and the growth of plastic mold and oil and gas applications globally.
Nonferrous sources beryllium copper, hardened copper alloys, aluminum bronze and high purity copper in cast billet, slab or ingot chemically certified by its mill sources in North America, Asia and Europe. NF then forges and heat treats these metals into usable industrial products serving the industrial welding, oil and gas, plastic mold, metal melting, marine defense, electronic and industrial equipment markets. NF has the largest forging press in North America solely producing high-value beryllium and other copper alloys and can manufacture and machine custom product from 20 to 4,000 lbs. in compliance with ASTM and other industry standards. Its proprietary forging and heat treating processes maximizes the secondary properties of these metals while providing near-net shape components for its customers with a machining and testing operation.
“This agreement represents an important strategic milestone for IB and NF as well as an excellent growth opportunity for both companies,” stated Denis Brady, CEO of Nonferrous. “From our initial meeting it was immediately clear that both IB and Nonferrous had the same strategic vision of consolidation and vertical integration of the global beryllium industry and that our joining forces would be inevitable and in the best interests of our company and our future. We look forward,” continued Brady, “to integrating our operations with those of IB and Freedom Alloys, a wholly owned subsidiary of IB and a valued supplier and customer of NF, as we consolidate and integrate our operations to focus on growth and additional acquisition opportunities.”
This news release was prepared by management of IB, which takes full responsibility for its contents. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release. There can be no assurance that the proposed acquisition will be completed as described, or at all.
About International Beryllium Corporation
International Beryllium Corporation is a global manufacturing, exploration and development company focused on beryllium, beryllium oxides and beryllium master alloys. Beryllium and related alloys are used in a broad range of specialized industrial applications such as nuclear power, defence, electronics and automotive. International Beryllium’s common shares are traded on the TSX Venture Exchange under the symbol IB.
This news release was prepared by management of IBC, which takes full responsibility for its contents. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Legal Notice Regarding Forward Looking Statements
This disclosure contains certain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company’s control including: the impact of general economic conditions in the areas in which the Company operates, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with manufacturing operations and mineral exploration, therefore the Company’s future results, performance or achievements could differ materially from those expressed in these forward-looking statements will transpire. All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances.
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