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Luxembourg, February 8, 2018 - Ternium S.A. (NYSE: TX) announced today that its subsidiary Ternium Investments S.à.r.l. ("Ternium") entered into a binding and immediately effective agreement (the "Agreement") with Nippon Steel & Sumitomo Metal Corporation ("NSSMC"), establishing certain new governance rules for Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas ("Usiminas") as well as certain undertakings for the settlement of legal disputes.
The new governance rules for Usiminas include, among others, an alternation mechanism for the nomination of each of the CEO and the Chairman of the Board of Directors, as well as a new mechanism for the nomination of other members of Usiminas' Executive Board. In addition, the Agreement incorporates an exit mechanism.
The right to nominate the CEO and the Chairman will alternate between Ternium and NSSMC at every 4-year interval, comprising two consecutive 2-year terms. For the initial four years, Ternium will be entitled to nominate the CEO and NSSMC will be entitled to nominate the Chairman. Initially, Ternium and NSSMC intend to nominate Sergio Leite as Usiminas' CEO and Ruy Hirschheimer as Usiminas' Chairman of the Board, respectively. The Executive Board will be composed of six members, including the CEO and five Vice-Presidents, with Ternium and NSSMC nominating three members each.
The Agreement includes an exit mechanism consisting of a buy-and-sell procedure, exercisable at any time during the term of the existing Usiminas shareholders' agreement after the fourth-and-a-half-year anniversary from the coming election of Usiminas' Executive Board in May 2018. Such buy-and-sell procedure would allow either Ternium or NSSMC to purchase all or a majority of the Usiminas shares held by the other party.
As part of this agreement, Ternium and NSSMC will take all necessary steps to amicably terminate or resolve all pending judicial and administrative disputes involving Ternium, NSSMC, their affiliates or Usiminas, as well as current and former members of Usiminas' managerial bodies, that have arisen in the past few years in connection with Usiminas, with a view to rebuilding their mutual trust and strengthening their joint partnership in Usiminas.
Usiminas has been steadily improving its profitability and financial strength, as shown in recent financial statements, after overcoming certain financial difficulties by actively implementing various measures, including the optimization of its production structure, a capital increase and a debt restructuring. Ternium, together with NSSMC, is committed to moving forward with the turnaround of Usiminas and 2 the enhancement of its competitiveness and corporate value in the best interest of Usiminas and all of its stakeholders.
Forward Looking Statements
Some of the statements contained in this press release are "forward-looking statements". Forward-looking statements are based on management's current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to gross domestic product, related market demand, global production capacity, tariffs, cyclicality in the industries that purchase steel products and other factors beyond Ternium's control.
Ternium is Latin America's leading flat steel producer, with operating facilities in Mexico, Brazil, Argentina, Colombia, the southern United States and Central America. The company offers a broad range of high value-added steel products for customers active in the automotive, home appliances, construction, capital goods, container, food and energy industries through its manufacturing and service center network and advanced customer integration systems. More information about Ternium is available at www.ternium.com.