🕐24.02.10 - 10:29 Uhr
IBC Signs Definitive Acquisition Agreement With Beralcast Corporation
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IBC Signs Definitive Acquisition Agreement With Beralcast
Corporation
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VANCOUVER, BC - February 22, 2010 - IBC Advanced Alloys Corp.
(TSX.V:IB) ("IBC" or the "Company") is pleased to announce that it has
signed a definitive agreement (the "Agreement") to acquire Beralcast
Corporation ("Beralcast").
Beralcast is a private Nashua, New
Hampshire-based specialty alloy manufacturing business that owns
proprietary and patented technology for a castable beryllium aluminum
alloy that is currently used in a wide variety of aerospace and
advanced technology applications.
IBC will also acquire manufacturing
know-how and equipment, trade rights, marketing and supply agreements
and will retain certain key personnel.
The proposed acquisition,
previously announced in an October 29, 2009 news release, is an arm's
length transaction.
Under the terms of the Agreement, IBC, through its wholly owned
subsidiary IBC US Holdings, Inc.
("IBC US"), will acquire all of the
shares of Beralcast from two individuals.
The purchase consideration is
US$2,250,000 in cash and a number of common shares of IBC ("IB Shares")
equal to C$2,254,000 divided by the unit price of the financing
undertaken to fund the purchase.
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 several
conditions including IBC completing a financing and TSXV approval.
On
completion of the acquisition, scheduled for March 17, 2010, IBC US
will hold all of the issued and outstanding shares of Beralcast.
No
finder's fee is payable in connection with the acquisition.
There can
be no assurance that the proposed acquisition will be completed as
described, or at all.
"IBC Advanced Alloys is very pleased to have signed this important
acquisition agreement with Beralcast," said Anthony Dutton, President
and CEO of IBC.
"The Beralcast acquisition represents an important
milestone for IBC and they will be a critical building block as we
implement IBC's vertically integrated strategy of becoming a global
supplier of rare metals and advanced alloys.
Beralcast has an
outstanding client base with a US military approved product for
advanced aerospace applications," continued Dutton, "and we look
forward to working closely with the Beralcast team, their new and
existing customers to grow this tremendously exciting opportunity."
The Beralcast family of alloys can be used in virtually any commercial
and military application requiring complex, lightweight, and/or
high-stiffness parts.
In general, they serve as a higher performance
and/or lower cost replacement materials for cast aluminum, magnesium,
titanium, metal matrix composites, non-metallic composites, and pure
beryllium or powder metallurgy beryllium-aluminum.
Some of the varied
applications include disk drive armatures, automotive braking and
engine components, advanced cycling rims and aerospace and satellite
system components.
Beralcast alloys are more than three times stiffer than aluminum with
22% less weight and can be precision-cast to simple and complex
configurations.
This material is very lightweight with a high modulus
of elasticity and can be precision cast for three-dimensional
stability.
Beralcast is ideally suited for certain demanding
semiconductor manufacturing equipment, computer components and other
commercial and aerospace applications and allows for a near-net shape
to be cast for maximum manufacturing efficiencies.
Binary beryllium aluminum alloys were developed by a private American
corporation, which was originally a metallurgical laboratory affiliated
with the Massachusetts Institute of Technology, in cooperation with
Lockheed Martin.
Beralcast owns the intellectual property relating to
the more advanced development of this technology, which is a
proprietary and patented castable metal matrix composite beryllium
aluminum alloy now manufactured as Beralcast which no one, to the best
of the manufacturer's knowledge and inquiry, has been able to duplicate
commercially.
About IBC Advanced Alloys Corp.
IBC is an integrated manufacturer and distributor of rare metals
(beryllium) based alloys and related products serving a variety of
industries including nuclear energy, automotive, telecommunications and
a range of industrial applications.
IBC has 60 employees and is
headquartered in Vancouver, Canada with production facilities in
Pennsylvania, Indiana and Missouri.
Additionally, IBC owns prospective
beryllium properties in the Western US and Brazil covering
approximately 9,500 hectares.
IBC is creating a dynamic global
beryllium and advanced alloys company.
IBC's common shares are traded
on the TSX Venture Exchange under the symbol "IB".
For additional information please contact:
IBC Advanced Alloys Corp.
Ian Tootill, Director of Corporate Communications
(604) 685-6263 ext 110
Email:
Website: www.ibcadvancedalloys.com
This news release was prepared by management of IBC, which takes full
responsibility for its contents.
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 news release contains "forward-looking statements," as that term
is defined in Section 27A of the United States Securities Act of 1933,
as amended, and Section 21E of the United States Securities Exchange
Act of 1934, as amended.
Statements in this news release which are not
purely historical are forward-looking statements and include any
statements regarding beliefs, plans, expectations or intentions
regarding the future.
Such forward-looking statements include, among
others, the expectations and/or claims, as applicable, that: (i) IBC is
creating a dynamic global beryllium and advanced alloys company (ii)
IBC is undertaking global growth initiatives, (iii) IBC will acquire
all of the shares of Beralcast; (iv) IBC will be working with the
Beralcast team.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors.
Such factors include, among others:
(i) the risk that IBC does not execute its business plan; (ii) the
inability of IBC to keep pace with market requirements; (iii) IBC's
inability to maintain key relationships with suppliers and customers;
(iv) IBC not being able to retain key employees; (v) competitors
providing better or cheaper products; (vi) markets for IBC's products
not developing as expected; (vii) IBC's inability to finance its
operations or growth; (viii) inability to obtain all necessary
government and regulatory approvals; and (ix) the inability to
effectively market IBC's products, including the establishment of
viable relationships with third parties; (x) fluctuating beryllium
prices may negatively impact IBC's business plans and strategies; (xi)
the conditions under the Agreement not being satisfied or waived;
inability of IBC to fund the purchase price and satisfy the other
conditions precendent.
These forward-looking statements are made as of
the date of this news release and IBC assumes no obligation to update
the forward-looking statements, or to update the reasons why actual
results could differ from those projected in the forward-looking
statements.
Although IBC believes that the beliefs, plans, expectations
and intentions contained in this press release are reasonable, there
can be no assurance those beliefs, plans, expectations, or intentions
will prove to be accurate.
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Copyright (c) 2010 IBC ADVANCED ALLOYS CORP (IB) All rights reserved.
For more information visit our website at
http://www.ibcadvancedalloys.com/ or send
mailto:
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