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Re: News Release - Wednesday, March 05, 2008
International Beryllium Corporation Signs Definitive Agreement to
Acquire 100% of Royersford, Pennsylvania based Freedom Alloys,
Inc.
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VANCOUVER, BC - International Beryllium Corporation (TSX-V: IB) ("IBC"
or the "Company") is pleased to announce that, further to its news
release dated January 9, 2008, regarding a proposed acquisition of a
North American beryllium manufacturing company, IBC and its wholly
owned subsidiary, IBC US Holdings, Inc. ("IBC US"), have signed a
definitive agreement (the "Agreement") to acquire, through IBC US, all
of the issued and outstanding shares (the "Freedom Shares") of Freedom
Alloys, Inc. ("Freedom"), a manufacturer and supplier of beryllium,
beryllium copper and beryllium containing alloy products. The proposed
acquisition is an arm's length transaction.
The aggregate purchase price for the Freedom Shares is US$10,000,000
(the "Purchase Price") based on a price of $120.85 per Freedom Share.
The Purchase Price is payable at the election of each Freedom
shareholder in cash or cash and common shares of IBC ("IBC Shares")
provided that IBC shall not be obligated to issue more than 25% of the
Purchase Price ($2,500,000) in IBC Shares (up to 4,385,965 IBC Shares)
at a deemed price of US$0.57 per share. The Company has paid to the
vendors a non-refundable deposit in the amount of US$1,000,000.
Pursuant to the policies of the TSX Venture Exchange (the "TSXV"), the
IBC Shares issuable in exchange for Freedom Shares 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 certain conditions
including the approval of Freedom's shareholders and the approval of
the TSXV. Freedom's management has agreed to vote their Freedom Shares
in favour of the acquisition. On completion of the acquisition IBC US
will hold all of the issued and outstanding shares of Freedom. No
finder's fee is payable in connection with the acquisition.
Freedom, based in Royersford, Pennsylvania, was founded in 1994 by its
current management team who had previous senior management and
technical experience in the beryllium casting and marketing industry at
Brush Engineered Metals and NGK USA. Freedom's core expertise is
melting and casting beryllium copper and other beryllium containing
alloys and serving the end user market. Freedom is a primary
producer-supplier of beryllium copper casting and master alloy ingot
products in North America and markets around the world. Freedom also
manufactures the beryllium nickel and beryllium aluminum families of
alloy products.
Freedom is profitable and experienced strong revenue growth in the last
12 months, with unaudited sales increasing by over 30% in the year
ended December 31, 2007. Freedom's facility has three furnaces that
have been adapted to the specialized requirements of beryllium alloy
manufacturing. Freedom has strong technical and manufacturing
engineering resources in the highly specialized beryllium and beryllium
containing alloy industry. This expertise allowed Freedom to develop
and integrate proprietary direct chill VLT (Very Low Turbulence)
semi-continuous casting technology into a highly autonomous billet
manufacturing cell. This effort has resulted in a world class
capability to manufacture large 21-inch diameter beryllium copper input
billets weighing up to two tonnes. These large scale as-cast billets
exhibit consistently fine grained, uniform micro-structures coupled
with high purity, low carbide chemical compositions.
Freedom Alloys, Inc. offers its customers a full range of manufacturing
and support services including casting and master alloy products, cast
and forged billet products, semi-continuous cast input billets and
wrought products. Freedom manufactures its beryllium alloys utilizing
either pure metallic beryllium or certified beryllium copper master
alloy. Because of top quality input materials and proprietary melt
practices, ingot and billet products from Freedom are among the
cleanest and highest quality in the industry.
"International Beryllium Corporation is very pleased to be entering
into this transaction with Freedom and looks forward to working closely
with its founding management team and employees as we continue to
develop and execute our corporate strategy", said Anthony Dutton,
President and CEO of IBC. "We expect that Freedom's deep technical
experience and market knowledge will be invaluable as we pursue
additional downstream acquisition opportunities and expand our
manufacturing and marketing footprint in both North American and
international markets. Mike Fisher and his team", continued Dutton,
"are acknowledged market leaders and we are looking forward to a
successful integration as we work together to grow market share and
shareholder value for IBC."
"This is an important and strategic combination for both IBC and
Freedom," stated Michael Fisher, CEO and a founder of Freedom. "From
our initial meeting we were impressed with IBC's focus, strategic
direction and clear understanding of the excellent and growing
opportunities in the beryllium and beryllium alloys sector. It was
evident early on," continued Fisher, "that joining forces with IBC
would be beneficial to our company, our employees and our shareholders
and we look forward to offering our market and technical experience to
help IBC grow into a strong and vertically integrated international
beryllium company."
This news release was prepared by management of IBC, which takes full
responsibility for its contents. The TSX Venture Exchange has not
reviewed and does not accept responsibility for the adequacy of this
news release. There can be no assurance that the proposed acquisition
will be completed as described, or at all.
About International Beryllium Corporation
International Beryllium Corporation is a global exploration and
development company focused on beryllium, beryllium oxides and
beryllium master alloys. Beryllium and related alloys are used in a
broad range of specialized industrial applications such as nuclear
power, defence, electronics and automotive. International Beryllium's
common shares are traded on the TSX Venture Exchange under the symbol
IB.
International Beryllium Corporation
Anthony Dutton, CEO
(604) 689-1515 ext 111
Email: adutton@internationalberyllium.com
Website: www.internationalberyllium.com
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
and Freedom will grow into a strong vertically integrated international
beryllium company (ii) IBC is looking forward to a successful
integration and growth in market share and shareholder value for IBC;
and (iii) IBC plans to pursue additional downstream acquisition
opportunities and expand its manufacturing and marketing footprint in
both North American and international markets.
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) the
Company's inability to maintain key relationships with suppliers and
customers; (iv) the Company not being able to retain key employees; (v)
competitors providing better or cheaper products; (vi) markets for the
Company's products not developing as expected; (vii) the Company'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 the Company's products, including the
establishment of viable relationships with third parties; (x)
fluctuating beryllium prices may negatively impact IBC's business plans
and strategies. These forward-looking statements are made as of the
date of this news release and the Company 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 the Company 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) 2008 INTERNATIONAL BERYLLIUM CORPORATION (IB) All rights
reserved. For more information visit our website at
http://www.internationalberyllium.com/ or send
mailto:ba@primarycapital.net
Message sent on Wed Mar 5, 2008 at 7:30:06 AM Pacific Time
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