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MAGNESIUM PLANT
MAGNOLA METALLURGY INC. (“MAGNOLA”)
Danville, Quebec, Canada
PricewaterhouseCoopers Corporate Finance Inc. has been retained by Magnola Metallurgy Inc. as process coordinator for
the sale of plant assets.
Your company has been identified as a prospective acquirer that could potentially benefit from this unique opportunity.
Diabon SGL Carbon HCL synthesis Diesel generator 800 W Serpentine handling equipment
units 10 MW SOLAR Cogeneration units Dissolution equipment
HCL acid boiler Natural gas compressor system Brine drying equipment
500 m.t/h MgO storage and repulping JOHNSON steam boiler Distribute control system
system and flocculation/coagulation Rotary dryer Electric substation and
system BARMARC crusher equipment
Chlorine storage and vaporization Vacuum cleaning system Machine shop machinery
Magnesium TECHMO trucks STEDMAN crusher Tooling and equipment
Shunting trucks Pumping and evaporation system Handling equipment
Magnesium furnaces and BROCHOT 23 m.t/h Pneumatic conveyor system Office furniture and equipment,
casting lines 1500 m³ storage silos computer equipment
PANNAVIS Belt Filters 29 m.t/h Pneumatic conveyor system Buildings to dismantle
GEO Slurry pumps Vacuum system Overhead cranes
US FILTER, Press filters Glycol heat exchangers 13 000kw Parts and accessories
STEARLING Chlorine compressors Chlorine gas scrubber
Air compressors and drying system Cooling tower MARLEY
Important date:
Tender offers must be received by 2:00 PM (EST) on Wednesday, February 4, 2009.
Data room:
Access to a virtual data room containing more detailed information on assets for sale will be granted upon request. Additional
technical documentation will be available on site during scheduled visits.
Offers considered:
Assets have been grouped into lots and sublots and offers may be tabled for lots and/or sublots.
For more information, to schedule a visit or to obtain access to the virtual data room, please contact:
Bernard Cormier
Tel.: (514) 205-5394
Fax: (514) 205-5363
Email: [email protected]
CALL FOR TENDERS
Description of Assets
Tender Instructions
1. Assets may be inspected by appointment at the plant located in Danville, Quebec, Canada.
A non-refundable fee of CA$500 (plus taxes) is payable in order to be provided with
access to all of the lots and sublots as well as the physical on site data room containing
technical documentation.
To make an appointment, please contact Bernard Cormier at 514-205-5394.
3. PwC CF and Magnola reserve the right to waive compliance with one or more conditions
stated in this Call for tenders and the document entitled "Terms and Conditions of Sale".
4. PwC CF and Magnola are not required to accept the highest nor any other tender
whatsoever and reserve the right to dispose of the assets in any other manner.
5. Tenders shall be received until 2:00 PM (EST) on Wednesday, February 4, 2009, at the
following address:
The envelope must clearly be marked "Tender - Magnola". Tenderers shall not be present
at the opening of the tenders.
6. To obtain access to the virtual data room containing a description of assets for sale, please
contact Bernard Cormier at 514-205-5394.
January 9, 2009
PricewaterhouseCoopers Corporate Finance Inc.
TERMS AND CONDITIONS OF SALE
FROM:
Further to the PwC CF call for tenders, the Undersigned offers to purchase or to sell on
behalf of MAGNOLA, as stated in the attached tender (the “Tender”), the assets
described hereinafter, in compliance with the following terms and conditions:
1.1 The content of the Call for Tenders and the defined terms therein are an
integral part of the present Conditions and Reserves.
2. PRECEDENCE
2.1 The present conditions and Reserves have precedence over any
inconsistent provision of the Tender, unless the Undersigned offers a price in
compliance with such conditions and reserves and a different price
according to other conditions and reserves stated in the Tender.
3. ASSETS
3.1 The Tender covers the whole of the assets which are part of the lots(s)
mentioned in the Tender as described in the inventory prepared by
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MAGNOLA (the “Assets”) and which was reviewed by the Undersigned (the
“Inventory”);
3.2 The Assets include only those items that are owned by MAGNOLA,
notwithstanding any inclusion to the contrary in the Inventory;
4. AMOUNT
4.1 The amount indicated in the Tender shall prevail, and is payable cash of
guaranteed by the issuance of a standby letter of credit at Closing, as
hereinafter defined;
4.2 Any tax, assessment, contribution and any right whatsoever, inherent or
consequential to the acceptance of the purchase offer or to the transfer of
the assets are payable by the Tenderer in addition to the amount indicated in
the Tender;
4.3 The Undersigned agrees not to request any adjustments to the amount
tendered.
5. WARRANTY
5.1 The Undersigned hereby declares that he has inspected the Assets and that
he shall rely entirely on his examination and investigation and acknowledges
that the Assets are being sold without guarantee, whether legal or
contractual, other than the capacity of the vendor to sell, at the
Undersigned’s own risk;
5.2 The Undersigned acknowledges that MAGNOLA and PwC CF are making
no representation and are giving no warranty, either express or implied, as to
their conformity to the description thereof in the Inventory, as to their
compliance with any standard whatsoever (including an environmental
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standard) in force from time to time with regard to the Assets, as to their
merchantability and as to their fitness for the purpose for which they are
intended. The Undersigned renounces to any claim whatsoever that could
arise from any such representation or warranty;
5.4 The Undersigned may claim no compensation of any type form any person
involved in the call for tender process for any costs and/or damages of any
type;
5.6 Any information provided by MAGNOLA and PwC CF with respect to the
Assets is provided for the convenience of the Undersigned without
representation or warranty as to the accuracy, completeness or preciseness
of said information and the information provided by MAGNOLA and/or PwC
CF is not part of the present Conditions and Reserves or the Tender.
6.1 Where a Tenderer withdraws its Tender during the 48-hour period prior to
the time set for the opening of the tenders until he is notified of the results of
the tenders, the Deposit shall be cashed and kept by MAGNOLA as
liquidated damages;
6.3 In the event the Tender is retained, PwC CF shall notify the Undersigned by
faxing, mailing or emailing to the Undersigned a notice to this effect at the
address stated on the Tender;
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6.4 In the event the Tender is rejected, the Undersigned shall be notified by PwC
CF by mail, and the Deposit enclosed.
7.1 The Undersigned and MAGNOLA shall execute all of the appropriate
documentation required by MAGNOLA in order to particularize and
implement the accepted offer, the Deposit shall be applied in payment for
much of the purchase price and the Undersigned shall pay the balance, or
shall secure its payment to the satisfaction of MAGNOLA (the whole of the
foregoing being the “Closing”) no later than then (10) business days after the
acceptance of the Tender, or such further delay agreed to by both parties;
7.2 Acceptance of the Tender means that MAGNOLA agrees that the
Undersigned shall take possession of the Assets after the Closing in
accordance with the timetable proposed by the Tenderer and accepted by
MAGNOLA and/or PwC CF (hereafter the “Timetable”). The Timetable shall
be determined to maximize the Assets delivery process under each Tender
that is accepted;
7.3 The Undersigned accepts and agrees that the taking possession, removing
and/or dismantling the Assets may be delayed or subjected to certain
conditions required for the orderly dismantling of the whole plant;
7.4 The Undersigned shall take possession of the Assets and become owner
thereof at the Danville Plant at a time agreed to by MAGNOLA and PwC CF
and shall be evidenced by a receipt prepared for this purpose by a
representative of MAGNOLA and remitted by the Undersigned;
arrangements may be entered into with MAGNOLA with respect to the time
period required for the removal of the Assets from the plant. The Tender
must indicate the time period suggested, as the case may be;
7.5 The Undersigned shall take possession of all the Assets include in the lot(s)
covered by the Tender, without exception. If some of the Assets contain or
constitute contaminants or dangerous waste or products, the Undersigned
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shall dispose of them in compliance with the laws and regulations relating to
their transportation and disposal;
7.6 Subject to MAGNOLA’s prior agreement, the Undersigned shall occupy the
premises in compliance with all relevant laws and regulations and shall
preserve the cleanliness and safety of the premises;
7.7 The Undersigned is responsible for any loss or deterioration to the premises
and property located therein caused by the staff of the Undersigned or by
third parties he will admit on the premises to take possession, remove or
dismantle the Assets, and the Undersigned shall hold MAGNOLA and PwC
CF harmless from any claim for damages to the property;
7.8 The Undersigned shall take possession of the Assets in their current state
and location, at his own expense and MAGNOLA and PwC CF have no
responsibility in this regard. The Undersigned is responsible for all work to
dismantle or move the Assets in order to take possession of them and must
comply with current standards and applicable laws and regulations;
7.9 If the Undersigned fails to take possession of the Assets, or fails to meet all
of the terms and conditions set out in its Tender, the Undersigned authorizes
MAGNOLA to cancel the acceptance of its Tender and to keep the Deposit,
or, as the case may be, the purchase price by way of liquidated damages.
8. DEFAULT
8.1 In the event the Undersigned fails to comply with any one of his obligations
hereunder, he shall indemnify MAGNOLA and PwC CF for any damage
incurred by them now or in the future as a result of such default, without
prejudice to any other right and recourse of MAGNOLA and PwC CF;
8.3 The Undersigned agrees that any amount payable to MAGNOLA and PwC
CF under the present agreement shall bear interest at a rate of 12% per year
starting on the due date of such amount.
9. MISCELLANEOUS
9.1 In the event that, for whatever reason, MAGNOLA is unable to deliver to the
Undersigned all Assets or a significant portion thereof, MAGNOLA may
cancel its acceptance of the Tender and the Undersigned shall recover the
Deposit, without further recourse by either party;
9.2 MAGNOLA and PwC CF shall only provide to the Undersigned the
documents that are available in the virtual and physical data rooms.
Documents are made available to Tenderers without representation or
warranty by MAGNOLA or PwC CF as to what is included or not. The
Undersigned has prepared the Tender on the basis of his own review, does
not assume knowledge by MAGNOLA and/or PwC CF and does not have
any recourse against MAGNOLA and/or PwC CF for inaccurate, incomplete
or missing information;
9.3 The Undersigned agrees that the information available in the data rooms is
sufficient and that his Tender will not be subject to additional verification
and/or validation after the deadline for filing Tenders, notwithstanding any
provision to the contrary in the Tender. Accordingly, no price adjustment
based on such verification or validation will be considered;
9.4 As the case may be, the Undersigned must be able to justify his ability to
carry out all of the terms and conditions of his Tender within five (5) business
days following a request to that effect;
10. ADDITIONAL CONDITIONS AND RESERVES APPLICABLE TO OFFERS TO SELL THE ASSETS
FOR THE ACCOUNT OF MAGNOLA
10.1 No offer to sell the Assets for the account of MAGNOLA will be considered
unless it provides for the payment of minimum net proceeds of sale to
MAGNOLA and a method of calculation of the net proceeds of sale beyond
that amount;
10.3 The Undersigned shall inform PwC CF in writing, within ten (10) business
days of acceptance of his Tender, of the terms and conditions of sale of the
Assets (the “Plan”), how long the premises are to be occupied, the estimated
sales costs;
10.4 The Undersigned shall pay to MAGNOLA the amounts due and shall submit
a written report each month including the items sold, the sale price and all
costs incurred during the month. This report should be submitted not later
than the 10th of the following month;
10.5 In the event the Undersigned fails to submit the written report or make the
payment provided in paragraph 10.4, MAGNOLA shall demand payment of
the standby letter of credit, without prejudice to its right to require the
Undersigned to submit the monthly reports and pay any other amounts due
to MAGNOLA;
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10.6 In the event the Undersigned fails to take possession of the Assets within the
prescribed time limit or to follow the Plan, MAGNOLA shall, in addition to its
other rights and remedies, cancel its acceptance of the Tender and demand
payment of the standby letter of credit by way of liquidated damages.
11.1 The Buyer shall be responsible for all costs of whatever nature from the date
of Closing;
11.2 The Undersigned shall agree, with MAGNOLA and PwC CF, to a specific
timetable to dismantle the plant and restore the site, which shall not last
more than eighteen (18) months from the date of acceptance of the Tender;
11.3 At Closing, the Undersigned shall remit a standby letter of credit payable on
sight or nineteen (19) months or a performance bond for $2.5 million to
guarantee the performance of all of the work within the specified period;
11.4 The Undersigned shall lease the site from MAGNOLA for the term of the
above-mentioned specific timetable (see 11.2) for $1. The lease shall be
executed as part of the Closing;
11.5 The work shall be performed under the full responsibility of the Undersigned
in compliance with all statutes and regulations applicable from time to time
with respect to construction, labour, health and safety and in a manner that
avoids the occurrence of any safety and environmental risk;
TENDER(S)
The 10% deposit must be denominated in Canadian currency and payable to Magnola Metallurgy
Inc.
_________________________ ________________________
Tenderer’s signature Date
Name:
Title:
Tendering company:
MAGNOLA
VIRTUAL DATA ROOM INDEX
Note:
All documents included in this index are also available for consultation
at Magnola’s plant located in Danville, Quebec, Canada.
2 Plant machinery
3.50 Medium Average switchgear and 600 volts CCM (bldg 350) 50
3.52 Medium and low Average switchgear and 600 volts CCM 52
(bldg 610)
3.53 Medium Average switchgear and 600 volts CCM (bldg 500H) 53
3.54 Medium Average switchgear and 600 volts CCM (bldg 710) 54
3.55 Medium Average switchgear and 600 volts CCM (bldg 620) 55
3.56 Medium Average switchgear and 600 volts CCM (bldg 800) 56
3.57 Medium Average switchgear and 600 volts CCM (bldg 910) 57
3.58 Medium Average switchgear and 600 volts CCM (bldg 213- 58
214)
8
ID # - virtual Information / Documents On site
data room reference
#
3.58.1 Asset description (English)