mARCH 2012
www.lawyer-monthly.com DEAL REPORT
NIPPON SODA ACQUIRES MSSA MéTAUX SPéCIAUX FROM 3G INVESTISSEMENTS AND BANC OF AMERICA SECURITIES LIMITED
Nippon Soda, the Japanese industrial conglomerate, has acquired 100% of the MSSA-French chemist Special Metals, the world leader in the production of sodium, chlorine and its derivatives. Its products contribute to the manufacture of many everyday items such as batteries, fuel additives, agrochemicals, paper pulp, vitamins, certain electronic components, airbags, air and oxygen masks. Thierry moulis, CEO of mSSA, Special metals, said: "Nippon Soda plans to
continue with the team in our growth strategy, production and innovation. We are complementary; Nippon Soda is well-established in Japan and Asia, while the main markets of mSSA Special metals are in Europe and the United States." Nippon Soda realized a turnover of €1.3 billion and employs 2,300 employees at
four production sites in Japan. Anticipating significant growth of the global market for sodium, especially in green technologies, it produces sodium methylate, used for biodiesel production. "We also had a project to produce sodium methylate, Thierry continued: “We have already developed production processes. There will be exchange of expertise and each will develop its markets." Already, the arrival of Nippon Soda accelerates the development of this new project
for mSSA Special metals, which has just received funding for €two million thanks to the guarantees provided by the Japanese group. LM
Legal Transactions 101
DEAL REPORT
NOTES DE NOVASEP FINANCIAL RESTRUCTURING
Bondholdco shares in exchange for its existing notes being exchanged. The proportion of exchange notes and Bondholdco shares that each tendering and consenting noteholder will receive will be affected by the number and proportion of holders of existing notes that tender and the applicable exchange rate. As an illustrative example, each holder that validly tenders its existing euro notes will receive, for each €1,000 of principal amount of existing notes being exchanged, (i) exchange notes in a principal amount of $521.18 (based on an illustrative exchange rate of $1.33 per €1.00, which may differ from the applicable conversion rate) and (ii) its pro rata amount of Bondholdco shares. LM
In connection with a restructuring of Novasep Holding S.A.S. Novasep is offering to exchange any and all of its outstanding euro-denominated 9⅝% Senior Secured Notes due 2016 in the aggregate principal amount of €270,000,000 and its outstanding U.S. dollar-denominated 9¾% Senior Secured Notes due 2016 in the aggregate principal amount of $150,000,000, in each case, issued by Novasep (including all accrued and unpaid interest thereon to the settlement date), for each tendering and consenting holder’s pro rata share of (A) up to €150,000,000 equivalent in U.S. dollars in aggregate principal amount of 8% Senior Secured Notes due 2016, issued by Novasep and (B) one-hundred percent (100%) of the newly is- sued alphabet shares in NVHL S.A., a Luxembourg company established for the purpose of holding 97.69% (subject to dilution) of the ordinary shares issued by Novasep in the restructuring. Each holder that validly tenders its existing notes will receive exchange notes and
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