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This
presentation
contains
“forward-looking
statements”
with
respect
to
our
business,
results
of
operations
and
financial
condition,
and
our
expectations or beliefs concerning future events and conditions.
You can identify certain forward-looking statements because they contain words
such as,
but
not
limited
to,
“believes,”
“expects,”
“may,”
“should,”
“approximately,”
“anticipates,”
“estimates,”
“intends,”
“plans,”
“targets,”
“likely,”
“will,”
“would,”
“could”
and
similar
expressions
(or
the
negative
of
these
terminologies
or
expressions).
All
forward-looking
statements
involve
risks
and
uncertainties. Many risks and uncertainties are inherent in our industry and
markets. Others are more specific to our business and operations. The
occurrence of the events described and the achievement of the expected results
depend on many events, some or all of which are not predictable or within
our control. Actual results may differ materially from the forward-looking statements contained in this presentation.
These forward-looking statements involve a number of risks and uncertainties
that could cause actual results to differ materially from those suggested
by
the
forward-looking
statements.
These
risks
and
uncertainties
include,
but
are
not
limited
to,
the
risk
that
the
closing
conditions
will
not
be
satisfied
in a timely manner or at all; the ability of Constellium and Wise Metals Group to
achieve expected synergies and the timing thereof; the risk that the
businesses will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; Constellium’s
increased levels of indebtedness as a result of the proposed transaction, which
could limit Constellium’s operating flexibility and opportunities;
Constellium’s inability to complete the anticipated financing as contemplated
prior to the commitment letter or otherwise secure favorable terms for
such
financing;
failure
to
receive,
delays
in
the
receipt
of
or
unacceptable
or
burdensome
conditions
imposed
in
connection
with
any
required
regulatory approvals and the satisfaction of the closing conditions to the
transaction; the potential failure to retain key employees as a result of the
proposed transaction or during the integration of the business, the loss of
customers, suppliers and other business relationships as a result of the
transaction;
disruptions
to
business
operations
resulting
from
the
proposed
transaction;
slower
or
lower
than
expected
growth
in
the
North
American
market
for
Body-in-White
aluminium
rolled
products
and
other
risk
factors
set
forth
under
the
heading
“Risk
Factors”
in
our
Annual
Report
on
Form
20-
F, and as described from time to time in subsequent reports filed with the U.S.
Securities and Exchange Commission. Moreover, we caution you not to
place undue reliance on these forward-looking statements, which speak only as
of the date they were made. We do not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or circumstances after the date of the offering memorandum or to
reflect the occurrence of unanticipated events.
This presentation contains the terms Adjusted EBITDA, Adjusted EBITDA per metric
ton and Net Debt, which are supplemental measures not required by, or
presented in accordance with, accounting principals generally accepted under IFRS as issued by IASB (“GAAP”). Adjusted EBITDA, Adjusted
EBITDA per metric ton and Net Debt are not measurements of financial performance
under GAAP and should not be considered as an alternative to operating
or
net
income
determined
in
accordance
with
GAAP.
These
measures
may
not
be
comparable
to
similarly
titled
measures
of
other
companies. The presentation provides a reconciliation of non-GAAP financial
measures to the most directly comparable financial measure. These non-
GAAP financial measures supplement our IFRS disclosures and should not be
considered an alternative to the IFRS measures. All references to
“tons”
are metric tons.
This
presentation
is
neither
an
offer
to
sell
nor
a
solicitation
of
an
offer
to
buy
securities.
This presentation contains industry data that we have prepared primarily based on
our knowledge of the industry in which we operate. Statements as to our
market position relative to our competitors are based on volume (by metric tons) for the year ended December 31, 2012 or December 31, 2013
and,
unless
otherwise
noted,
internal
analysis
and
estimates
may
not
have
been
verified
by
independent
sources.
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