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Advanced Engineering 2018

AGY Merges with Affiliates of Kohlberg & Company

18 March 2006

AGY has signed a merger agreement with affiliates of Kohlberg & Company, LLC, a private equity firm.

In the merger, the Kohlberg affiliates will acquire all of the outstanding shares of AGY for approximately $268 million in cash, and will assume approximately $15 million of additional outstanding obligations of AGY. The amount payable is subject to customary adjustments at closing, and a portion of the cash merger proceeds will be escrowed at closing. The closing is expected to occur on or about March 31, 2006.

The merger agreement is subject to approval by the stockholders of AGY and certain other customary conditions. AGY is mailing to its stockholders an information statement about the merger agreement, the estimated per share proceeds, the escrow and other matters. Houlihan Lokey Howard & Zukin Financial Advisors, Inc. has delivered an opinion to the Board of Directors of AGY that the total enterprise value of approximately $283 million, which includes the assumed obligations, is fair to AGY and its stockholders from a financial point of view.





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