Attached files
file | filename |
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8-K - FORM 8-K - ALLEGHENY TECHNOLOGIES INC | l41479e8vk.htm |
EX-1.1 - EX-1.1 - ALLEGHENY TECHNOLOGIES INC | l41479exv1w1.htm |
EX-99.1 - EX-99.1 - ALLEGHENY TECHNOLOGIES INC | l41479exv99w1.htm |
Exhibit 99.2
NEWS RELEASE |
Allegheny Technologies Incorporated
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Contact: | |
Corporate Headquarters
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Dan L. Greenfield | |
1000 Six PPG Place
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412-394-3004 | |
Pittsburgh, PA 15222-5479 U.S.A. |
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www.ATImetals.com |
ATI Announces Pricing of Senior Notes Offering
Pittsburgh, PA January 4, 2011 Allegheny Technologies Incorporated (NYSE: ATI) announced
today that it has priced its public offering of senior notes due 2021. The offering is being made
pursuant to the Companys effective shelf registration statement filed with the Securities and
Exchange Commission (the SEC).
ATI has agreed to sell $500,000,000 aggregate principal amount of 5.950% Senior Notes due 2021 (the
Senior Notes). The Senior Notes will pay interest semi-annually in arrears at a rate of 5.950%
per year and will mature on January 15, 2021, unless earlier repurchased. ATI intends to use net
proceeds from the offering of the Senior Notes to finance the cash portion of the merger
consideration to be paid in its previously announced acquisition of Ladish Co., Inc. (Ladish) and
pay related fees and expenses. The additional net proceeds will be used for general corporate
purposes.
J.P. Morgan, Citi, Morgan Stanley and BofA Merrill Lynch are the joint book-running managers for
the offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of any of the Senior Notes 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. A registration statement relating to the Senior Notes has been
filed with the SEC.
Copies of the prospectus and preliminary prospectus supplement meeting the requirements of Section
10 of the Securities Act of 1933, as amended, may be obtained from J.P. Morgan, 383 Madison Avenue,
New York, NY 10179, Attn Investment Grade Syndicate Desk or by telephone at (212) 834-4533, or
from the SEC website at www.sec.gov.
Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals
producers in the world with revenues of $3.8 billion during the twelve months ended September 30,
2010. ATI has approximately 8,900 full-time employees world-wide who use innovative technologies
to offer global markets a wide range of specialty metals solutions. ATIs major markets are
aerospace and defense, oil and gas/chemical process industry, electrical energy, medical,
automotive, food equipment and appliance, machine and cutting tools, and construction and mining.
ATIs products include titanium and titanium alloys, nickel-based alloys and superalloys,
grain-oriented electrical steel, stainless and specialty steels, zirconium, hafnium, and niobium,
tungsten materials, and forgings and castings. The Allegheny Technologies website is
www.ATImetals.com.
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Important Information for Investors and Security Holders
This press release does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. ATI has filed with the SEC a registration
statement on Form S-4 that includes a preliminary proxy statement of Ladish that also constitutes a
preliminary prospectus of ATI. The registration statement has not yet been declared effective by
the SEC. A definitive proxy statement/prospectus will be mailed to shareholders of Ladish.
INVESTORS AND SHAREHOLDERS OF LADISH ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders of ATI and Ladish may obtain these documents (and any other
documents filed by ATI or Ladish with the SEC) free of charge at the SECs website at www.sec.gov.
In addition, the documents filed with the SEC by ATI may be obtained free of charge by directing a
request to: Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479, Attention: Corporate Secretary, or from ATIs website at www.atimetals.com. The
documents filed with the SEC by Ladish may be obtained free of charge by directing a request to:
Ladish Co., Inc. 5481 S. Packard Avenue, Cudahy, Wisconsin 53110, Attention: Wayne E. Larsen, Vice
President Law/Finance and Secretary.
ATI, Ladish and their respective directors and certain of their executive officers may be deemed to
be participants in the solicitation of proxies from the shareholders of Ladish in connection with
the proposed transaction. Information about the directors and executive officers of ATI is set
forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the
SEC on April 2, 2010. Information about the directors and executive officers of Ladish is set
forth in its proxy statement for its 2010 annual meeting of shareholders, which was filed with the
SEC on March 15, 2010.
Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the
definitive proxy statement/prospectus and other relevant materials filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future
events and expectations and, as such, constitute forward-looking statements. Forward-looking
statements include those containing such words as anticipates, believes, estimates,
expects, would, should, will, will likely result, forecast, outlook, projects, and
similar expressions. Forward-looking statements are based on managements current expectations and
include known and unknown risks, uncertainties and other factors, many of which we are unable to
predict or control, that may cause our actual results, performance or achievements to materially
differ from those expressed or implied in the forward-looking statements. Important factors that
could cause actual results to differ materially from those in the forward-looking statements
include: (a) material adverse changes in economic or industry conditions generally and global
supply and demand conditions and prices for our specialty metals; (b) material adverse changes in
the markets we serve, including the aerospace and defense, electrical energy, chemical
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process industry, oil and gas, medical, automotive, construction and mining, and other markets; (c)
our inability to achieve the level of cost savings, productivity improvements, synergies, growth or
other benefits anticipated by management, including those anticipated from our proposed acquisition
of Ladish & Co., Inc. and other strategic investments and the integration of acquired businesses,
whether due to significant increases in energy, raw materials or employee benefits costs, the
possibility of project cost overruns or unanticipated costs and expenses, or other factors; (d)
volatility of prices and availability of supply of the raw materials that are critical to the
manufacture of our products; (e) declines in the value of our defined benefit pension plan assets
or unfavorable changes in laws or regulations that govern pension plan funding; (f) significant
legal proceedings or investigations adverse to us; and (g) other risk factors summarized in our
Annual Report on Form 10-K for the year ended December 31, 2009, and in other reports filed with
the SEC. We assume no duty to update our forward-looking statements.
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