Acquisition Expected To Close on July 23,
2015
RTI International Metals, Inc. (NYSE: RTI), a leading vertically
integrated global supplier of advanced titanium and specialty
metals products and services, today announced that its shareholders
approved the merger agreement providing for the acquisition of RTI
by Alcoa Inc. (NYSE: AA). At its annual meeting of shareholders
held today, more than 94% of the shares voted at the meeting
(taking into account broker non-votes) were in favor of the
transaction, representing nearly 85% of all outstanding shares of
RTI.
The approval of the merger agreement by RTI shareholders was one
of the final conditions set forth in the merger agreement.
RTI and Alcoa expect the merger to close on July 23, 2015,
subject to the satisfaction of the remaining closing conditions set
forth in the merger agreement.
The previously announced merger agreement provides that Alcoa
will acquire all outstanding shares of RTI in a stock-for-stock
transaction whereby RTI shareholders will receive 2.8315 Alcoa
shares for each RTI share.
CEO Comment
“Innovation and scale are critical to winning in both the
titanium and aerospace industries. Today’s vote shows our
shareholders understand that RTI and Alcoa are a natural strategic
fit and that, together, we will be better positioned to compete in
the global marketplace and to maximize shareholder value,” said
Dawne Hickton, Vice Chair, President and Chief Executive Officer.
“We look forward to taking our innovative technologies to the next
level as part of Alcoa’s ongoing transformation as a lightweight,
multi-material innovator.”
Forward-Looking Statements
This communication contains “forward-looking” statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to RTI
and Alcoa, the management of either such company or the proposed
transaction between RTI and Alcoa, involve risks and uncertainties
that may cause results to differ materially from those set forth in
the statements. These statements are based on current plans,
estimates and projections, and therefore, you are cautioned not to
place undue reliance on them. No forward-looking statement can be
guaranteed, and actual results may differ materially from those
projected. This document speaks only as of its date, and RTI and
Alcoa undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Forward-looking statements are not historical facts, but rather are
based on current expectations, estimates, assumptions and
projections about the business and future financial results, and
other legal, regulatory and economic developments. We use words
such as “anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and similar
expressions to identify these forward-looking statements that are
intended to be covered by the safe harbor provisions of the PSLRA.
Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of
factors, including: the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any
other synergies from the transaction may not be fully realized or
may take longer to realize than expected; disruption from the
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; and the failure to satisfy
various other conditions to the closing of the merger contemplated
by the merger agreement; and the risks that are described from time
to time in RTI’s and Alcoa’s respective reports filed with the SEC,
including RTI’s annual report on Form 10-K for the year ended
December 31, 2014 and quarterly report on Form 10-Q for the quarter
ended March 31, 2015, and Alcoa’s annual report on Form 10-K for
the year ended December 31, 2014 and quarterly report on Form 10-Q
for the quarter ended March 31, 2015, in each case, as such reports
may have been amended.
Company Descriptions
RTI International Metals, Inc.
RTI International Metals, Inc. is a leading vertically
integrated global supplier of advanced titanium and specialty
metals products and services to commercial aerospace, defense,
energy, medical device and other customers. For more than 60 years,
RTI has been taking titanium further through advanced
manufacturing, engineering, machining, and forming processes. RTI
delivers titanium mill products, extruded shapes, formed and
3D-printed parts, and highly engineered precision-machined
components through our downstream integrated supply chain.
Headquartered in Pittsburgh, Pa., RTI has locations in the
United States, Canada, Europe, and Asia. To learn more about RTI
International Metals, Inc., visit our website at
www.rtiintl.com.
Alcoa Inc.
A global leader in lightweight metals technology, engineering
and manufacturing, Alcoa innovates multi-material solutions that
advance our world. Our technologies enhance transportation, from
automotive and commercial transport to air and space travel, and
improve industrial and consumer electronics products. We enable
smart buildings, sustainable food and beverage packaging,
high-performance defense vehicles across air, land and sea, deeper
oil and gas drilling and more efficient power generation. We
pioneered the aluminum industry over 125 years ago, and today, our
approximately 59,000 people in 30 countries deliver value-add
products made of titanium, nickel and aluminum, and produce
best-in-class bauxite, alumina and primary aluminum products. For
more information, visit www.alcoa.com, follow @Alcoa on Twitter at
www.twitter.com/Alcoa and follow us on Facebook at
www.facebook.com/Alcoa.
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version on businesswire.com: http://www.businesswire.com/news/home/20150721006676/en/
RTI International Metals, Inc.Alisha Hipwell, Director –
Communications, 412-893-0038AHipwell@rtiintl.com
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