Novelis, Inc.’s $2.6 Billion Acquisition of Aleris Corporation

Novelis’ financial advisor is Goldman Sachs & Co. LLC, and its legal advisor is Latham & Watkins LLP. Aleris’ financial advisor is Moelis & Co., and its legal advisor is Fried, Frank, Harris, Shriver & Jacobson LLP. Additionally, Deutsche Bank Securities Inc. advised the Aleris Board on certain matters.

Novelis Inc., the world leader in aluminum rolling and recycling, has signed a definitive agreement to acquire Aleris Corporation, a global supplier of rolled aluminum products, for approximately $2.6 billion including the assumption of debt.

Over the past several years, Novelis has successfully brought online $2 billion in production assets by utilizing its best-in-class manufacturing expertise in rolling and finishing. This proven track record of safely and efficiently ramping up assets along with our collective expertise will enable Novelis to enhance Aleris’ operations, while continuing to deliver innovative solutions that meet customers’ needs and drive shareholder value.

As part of the acquisition, Novelis will acquire Aleris’ 13 manufacturing facilities across North America, Asia and Europe. Aleris’ new automotive finishing lines in Lewisport, Kentucky, of which a significant amount of its 200kt capacity is already under contract, along with 100kt of auto capacity in Duffel, Belgium, will allow Novelis to further diversify its global footprint and customer base. In addition, Aleris’ Zhenjiang facility is strategically located near Novelis’ existing Changzhou plant, adding value through logistical efficiencies, closed-loop recycling, and providing greater opportunity for customer collaboration.

The acquisition is subject to customary closing conditions and regulatory approvals and is expected to close in 9-15 months. Until the closing, the companies will continue to operate as separate entities. Following close, the two companies will integrate Aleris into Novelis, which will remain headquartered in Atlanta.

The combined company will have pro forma revenues of approximately $15 billion and will operate 37 facilities, across 11 countries, with an employee base of approximately 16,500.

Fried Frank acted as counsel to Aleris Corporation with a team including corporate partners Christopher Ewan (Picture), Randi Lally, Michael T. Gershberg and Dan Oates; antitrust and competition partners Nathaniel L. Asker and Tobias Caspary; executive compensation & ERISA partner Amy L. Blackman; tax partners Katrin Gänsler and Alan S. Kaden; corporate special counsel Simon Saitowitz; environmental special counsel Donna Mussio; corporate associates Danica E. Curavic, Arielle D. Matza, and Jake Saifman; antitrust and competition associates Julie Flandrin, Max Küttner, Aleksandr B. Livshits, and Neda Moussavi; environmental associate Samuel K. Dykstra; executive compensation & ERISA associate Stephanie Matko; litigation associate Kyle K. Panton; tax associates Shane C. Hoffmann and W. Reid Thompson; and executive compensation & ERISA law clerk Arielle F. Evans.

 

Involved fees earner: Christopher Ewan – Fried Frank Harris Shriver & Jacobson; Randi Lally – Fried Frank Harris Shriver & Jacobson; Michael Gershberg – Fried Frank Harris Shriver & Jacobson; Dan Oates – Fried Frank Harris Shriver & Jacobson; Simon Saitowitz – Fried Frank Harris Shriver & Jacobson; Danica Curavic – Fried Frank Harris Shriver & Jacobson; Arielle Matza – Fried Frank Harris Shriver & Jacobson; Jake Saifman – Fried Frank Harris Shriver & Jacobson; Nathaniel Asker – Fried Frank Harris Shriver & Jacobson; Tobias Caspary – Fried Frank Harris Shriver & Jacobson; Julie Flandrin – Fried Frank Harris Shriver & Jacobson; Max Kuttner – Fried Frank Harris Shriver & Jacobson; Aleksandr Livshits – Fried Frank Harris Shriver & Jacobson; Neda Moussavi – Fried Frank Harris Shriver & Jacobson; Amy Blackman – Fried Frank Harris Shriver & Jacobson; Stephanie Matko – Fried Frank Harris Shriver & Jacobson; Katrin Gänsler – Fried Frank Harris Shriver & Jacobson; Alan Kaden – Fried Frank Harris Shriver & Jacobson; Shane Hoffmann – Fried Frank Harris Shriver & Jacobson; Reid Thompson – Fried Frank Harris Shriver & Jacobson; Donna Mussio – Fried Frank Harris Shriver & Jacobson; Samuel Dykstra – Fried Frank Harris Shriver & Jacobson; Kyle Panton – Fried Frank Harris Shriver & Jacobson;

Law Firms: Fried Frank Harris Shriver & Jacobson;

Clients: Aleris Corporation;