Metaldyne Signs Agreement to Sell Powertrain and Other Assets To RHJ International

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Tue Jun 16, 2009 12:55pm EDT

Metaldyne Signs Agreement to Sell Powertrain and Other Assets To RHJ
International

PLYMOUTH, Mich., June 16 /PRNewswire/ -- Metaldyne Corporation today announced
it has signed an agreement to sell certain powertrain and other operating
assets and the stock of certain of its foreign subsidiaries as going concerns
to RHJ International (RHJI) under a court-supervised sale process pursuant to
Section 363 of the U.S. Bankruptcy Code. The sale is subject to bankruptcy
approval procedures and customary closing conditions for a transaction of this
nature, including RHJI's finalization of due diligence which will occur by
July 2, 2009.  

"RHJI is uniquely positioned given their global automotive supplier holdings,
commitment to the automotive industry, and operating company expertise," said
Thomas A. Amato, Metaldyne chairman, president and CEO. "We are pleased to
bring this transaction to the court for consideration."

Under the agreement, a newly formed subsidiary of RHJI will purchase certain
North American and all of the European assets of Metaldyne's Sintered
Products, Vibration Control Products and Powertrain Products business units,
as well the European Forging Products business unit and certain Asian
operations. The transaction is valued at approximately $100 million including
up to $25 million in cash, a new $50 million secured note and the exchange of
an existing euro 15 million demand note issued by Metaldyne GmbH for a term
loan to RHJI's newly formed acquisition subsidiary. In addition, RHJI has
agreed to inject additional cash into the newly formed entity to fund future
working capital needs.

RHJI's other global automotive holdings include Asahi Tec Corporation
(Metaldyne's parent company), Honsel International Technologies SA, Niles Co.
Ltd., and U-Shin Ltd.

"The Metaldyne operations being purchased have strong product portfolios,
advanced technologies and perform well operationally. The new
powertrain-focused company RHJI is creating will be a solid supplier to the
restructured global automotive industry," Amato said.

As part of its May 27 Chapter 11 filing, Metaldyne entered into a letter of
intent with RHJI to sell certain portions of Metaldyne's assets as ongoing
concerns. Metaldyne filed its voluntary petitions in the United States
Bankruptcy Court for the Southern District of New York under Chapter 11 of the
U.S. Bankruptcy Code. The filing did not include the company's non-U.S.
entities or operations. 

The company also announced that additional funding from two original equipment
customers increased the availability of its debtor-in-possession (DIP)
financing from $18.50 million to $19.85 million. The DIP financing will be
used to fund debtor operations as part of the bankruptcy process.  

For access to certain court documents and other information about Metaldyne's
Chapter 11 case, please visit www.metaldynerestructuring.com.

About Metaldyne
Metaldyne is a wholly owned subsidiary of Asahi Tec, a Shizuoka, Japan-based
chassis and powertrain component supplier in the passenger car/light truck and
medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange.

Metaldyne is a leading global designer and supplier of metal based components,
assemblies and modules for transportation related powertrain and chassis
applications including engine, transmission/transfer case, wheel end and
suspension, axle and driveline, and noise and vibration control products to
the motor vehicle industry.  

Headquartered in Plymouth, Mich., Metaldyne has annual revenues of
approximately $1.57 billion. Metaldyne employs more than 4,400 employees at 33
facilities in 14 countries. For more information go to www.metaldyne.com.  

Forward-Looking Statement
This press release contains statements that are not statements of historical
fact, but instead are forward-looking statements, as that term is defined by
the federal securities laws. We caution readers not to place undue reliance on
these forward-looking statements, which reflect management's expectations,
estimates and assumptions based on information available as of the date
hereof.  Important factors that could cause actual results to vary materially
from those expressed or implied by the forward-looking statements are set
forth in our Annual Report on the Equivalent of Form 10-K for the fiscal year
ended March 31, 2008 and our subsequent Quarterly Reports, and include: our
high degree of leverage; substantial restrictions in our credit facilities and
other debt; declining financial condition of our customers; risks associated
with the condition of our suppliers and subsequent availability of product;
adequacy of our liquidity to meet our obligations and grow our business;
seasonal fluctuations in our business and impact on working capital; our
industry's cyclicality and dependence on general economic conditions;
inability to achieve profitability given our high degree of leverage and
resulting interest expense; affordability of raw materials and components;
inability to quickly replace any diminished or lost business due to the length
of the sales process; risks related to termination for convenience provisions
in certain of our customers' purchase orders and unanticipated cancellation of
programs by our customers; risks associated with our parent company being
controlled by a Japanese principal stockholder and therefore being subject to
the regulatory environment for publicly traded Japanese companies; costs could
potentially exceed estimates used in pricing our products; our employee
benefit obligations may negatively impact future liquidity; risks related to
international sales; inability to protect our intellectual property rights;
environmental compliance obligations and liabilities; inability to meet
obligations for any product liability and warranty claims; unanticipated labor
stoppages at our facilities or those of our customers; general economic
conditions in the market sector in which we operate, including continued
volume deterioration of our top three customers, changes in interest rates or
foreign currency exchanges; impact of the global financial crisis on our
business and liquidity; and potential consolidation, loss or insolvency of our
customers.  We do not intend or assume any obligation to update any of these
forward-looking statements.

SOURCE  Metaldyne Corporation

Marge Sorge of Metaldyne Corporation, +1-734-578-6507
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