SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that may be important to you. Accordingly, we urge you to carefully read the entire proxy statement/prospectus, including the Annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item. See “Where You Can Find More Information” beginning on page 255 of this proxy statement/prospectus.

Information about the Companies

Globe Specialty Metals, Inc.

Globe Specialty Metals, Inc., together with its subsidiaries (collectively, “Globe Group”), is one of the world’s largest and most efficient producers of silicon metal and silicon-based alloys. Silicon metal, the Globe Group’s principal product, is used as a primary raw material in making silicone compounds, aluminum and polysilicon. The Globe Group’s silicon-based alloys are used as raw materials in making steel, automotive components and ductile iron. The Globe Group controls the supply of most of its raw materials, and the Globe Group captures, recycles and sells most of the by-products generated in its production processes.

Globe was incorporated in December 2004 pursuant to the laws of the State of Delaware under the name “International Metal Enterprises, Inc.” for the initial purpose to serve as a vehicle for the acquisition of companies operating in the metals and mining industries. In November 2006, the company changed its name to “Globe Specialty Metals, Inc.”

The principal executive offices of Globe are located at 600 Brickell Avenue, Suite 1500, Miami, FL 33131 and its telephone number at that address is (786) 509-6900.

Additional information about the Globe Group is included in documents incorporated by reference into this document. See “Where You Can Find More Information” beginning on page 255 of this proxy statement/prospectus.

Grupo FerroAtlántica, S.A.U.

Grupo FerroAtlántica, S.A.U. (“FerroAtlántica”) is a Spanish multinational company operating globally in the silicon metal, manganese- and silicon-based alloy and other specialty metals industries, with interests in hydroelectric power in Spain and France and quartz mining interests in France, Spain, Venezuela and South Africa. FerroAtlántica, together with its subsidiaries (collectively, “FerroAtlántica Group”), is a leading global silicon metal producer based on production output for 2014 and a leading global manganese- and silicon-based alloy producer based on production output for 2014. The FerroAtlántica Group currently operates fifteen electrometallurgy factories in Spain, France, Venezuela, South Africa and China and quartz mining activities in Spain and South Africa. The FerroAtlántica Group also operates twelve hydroelectric power plants in Spain and two hydroelectric power plants in France. FerroAtlántica is currently a wholly owned subsidiary of Grupo VM.

FerroAtlántica’s registered address is Torre Espacio, Paseo de la Castellana, 259 D Planta 49, 28046, Madrid, Spain and its telephone number at that address is +34-91-5903219.

VeloNewco Limited

VeloNewco Limited (“Holdco”), a private limited liability company organized under the laws of England and Wales, was incorporated on February 5, 2015, for the purpose of holding Globe and FerroAtlántica following completion of the Business Combination. To date, Holdco has not conducted any activities other than those incidental to its formation, the execution and performance of the Business Combination Agreement, the Business Combination, and the filings required to be made under applicable laws, including the U.S. securities laws, the laws

 

of the State of Delaware, the laws of England and Wales, and antitrust and competition laws in connection with the Business Combination. Holdco’s registered address is c/o Legalinx Ltd, One Fetter Lane, London, EC4A 1BR, U.K. and its telephone number at that address is +44-800-9758080.

Following the Business Combination, Globe and FerroAtlántica will be wholly owned subsidiaries of Holdco. Based on the number of Holdco Class A Shares to be issued in the FerroAtlántica Stock Exchange and the number of Holdco Ordinary Shares to be issued in the Globe Merger in respect of the number of fully diluted Globe Shares outstanding on February 23, 2015, determined using the treasury stock method, Grupo VM and the former Globe Shareholders are expected to own approximately 57% and 43%, respectively, of Holdco after the completion of the Business Combination. The Holdco Ordinary Shares being registered pursuant to the registration statement on Form F-4 of which this proxy statement/prospectus forms a part are expected to be traded on the NASDAQ under the ticker symbol “GSM”.

Gordon Merger Sub, Inc.

Gordon Merger Sub, Inc. (“Globe Merger Sub”), a Delaware corporation wholly-owned by Holdco, was formed on February 3, 2015 for the purpose of effecting the Business Combination. Upon the terms and conditions set forth in the Business Combination Agreement, on the closing date of the Business Combination, Globe Merger Sub will be merged with and into Globe, with Globe surviving the merger as a wholly-owned subsidiary of Holdco. To date, Globe Merger Sub has not conducted any activities other than those incidental to its formation, the execution and performance of the Business Combination Agreement, and the Business Combination.

Globe Merger Sub’s address is c/o Corporation Service Company, 2711 Centerville Rd #400, Wilmington, DE 19808.

The Business Combination Agreement (Page 96)

A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. Please read the Business Combination Agreement carefully as it is the principal document that governs the Business Combination. For more information on the Business Combination and the Business Combination Agreement, see “The Business Combination Agreement” beginning on page 96 of this proxy statement/prospectus.

Pursuant to the terms and conditions of the Business Combination Agreement, Globe and FerroAtlántica have agreed to combine their businesses under Holdco, a newly created holding company organized under the laws of England and Wales. Based on the number of Holdco Class A Shares to be issued in the FerroAtlántica Stock Exchange and the number of fully diluted Globe Shares outstanding on the date of the Business Combination Agreement, determined using the treasury stock method, Grupo VM and former Globe Shareholders are expected to own approximately 57% and 43%, respectively, of Holdco.

Structure of the Business Combination (Page 96)

The proposed business combination will be effected in two principal transaction steps.

 

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First, Holdco will acquire from Grupo VM all of the FerroAtlántica Shares in exchange for 98,078,161 Holdco Class A Shares, after which FerroAtlántica will be a wholly owned subsidiary of Holdco. In certain circumstances described in this proxy statement/prospectus, Grupo VM may be required to make additional cash contributions to FerroAtlántica (prior to completion of the Business Combination) or Holdco (after completion of the Business Combination) based upon FerroAtlántica’s Net Debt at the closing of the Business Combination. For the definition of “Net Debt”, see “The Business Combination Agreement—Grupo VM Adjustment” beginning on page 96 of this proxy statement/prospectus. We refer to the acquisition of the FerroAtlántica Shares by Holdco in exchange for Holdco Class A Shares as the “FerroAtlántica Stock Exchange”.

 

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Immediately after the FerroAtlántica Stock Exchange, Globe Merger Sub will merge with and into Globe, with Globe surviving the merger as a wholly-owned subsidiary of Holdco. In the merger, each Globe Share will be converted into the right to receive one Holdco Ordinary Share. We refer to the merger of Globe Merger Sub with and into Globe as the “Globe Merger.” The Globe Merger is conditioned upon the completion of the FerroAtlántica Stock Exchange.

The following diagram illustrates the structure of the Business Combination:

 

 

The FerroAtlántica Stock Exchange (Page 96)

Subject to the terms and conditions of the Business Combination Agreement, Holdco will acquire all of the FerroAtlántica Shares in exchange for 98,078,161 Holdco Class A Shares, after which FerroAtlántica will be a wholly owned subsidiary of Holdco. In certain circumstances described in the accompanying proxy statement/prospectus, Grupo VM may be required to make additional cash contributions to FerroAtlántica (prior to

 

completion of the Business Combination) or Holdco (after completion of the Business Combination) based upon FerroAtlántica’s Net Debt at the closing of the Business Combination. For the definition of “Net Debt”, see “The Business Combination Agreement—Grupo VM Adjustment” beginning on page 96 of this proxy statement/prospectus.

Globe Merger Consideration and Exchange Ratio (Page 98)

Subject to the terms and conditions of the Business Combination Agreement, at the completion of the Globe Merger, each outstanding Globe Share will be converted into the right to receive one Holdco Ordinary Share.

Difference between Holdco Ordinary Shares and Holdco Class A Shares (Page 215)

The Holdco Ordinary Shares and the Holdco Class A Shares will have the same rights, powers and preferences, and vote together as a single class, except for the right of the holders of Holdco Ordinary Shares to receive the net proceeds, if any, of a representations and warranties insurance policy (the “R&W Policy”) to be purchased by Holdco in connection with the Business Combination.

The R&W Policy insures Holdco, for the benefit of the holders of Holdco Ordinary Shares, against certain breaches of certain representations and warranties made by Grupo VM and FerroAtlántica in the Business Combination Agreement, subject to the deductibles, caps and other limitations contained in the R&W Policy. Under Holdco’s articles of association, Holdco would be required to distribute the aggregate net proceeds under the representations and warranties insurance policy, if any, to the holders of the Holdco Ordinary Shares. Holders of Holdco Class A Shares would not be entitled to participate in these distributions. Globe Shareholders are receiving Holdco Ordinary Shares so that Globe Shareholders may receive the benefit of distributions from the net proceeds, if any, of the R&W Policy. See “Comparison of Shareholder Rights Before and After the Business Combination,” beginning on page 221 of this proxy statement/prospectus.

Globe Stock Options and Stock-Based Awards (Page 99)

Under the Business Combination Agreement, at the time at which the Globe Merger becomes effective (the “Effective Time”), equity-based awards of Globe will be treated as follows:

Stock Options . Each option to acquire Globe Shares granted under any Globe equity plan that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be converted into an option to acquire, on the same terms and conditions as were applicable to the Globe stock option prior to the Globe Merger, a number of Holdco Ordinary Shares equal to the number of Globe Shares subject to such Globe stock option at an exercise price per Holdco Ordinary Share equal to the exercise price per Globe Share of such Globe stock option.

Restricted Stock Units . Each restricted stock unit award granted under any Globe equity plan that is outstanding immediately prior to the Effective Time, whether or not vested, shall be assumed by Holdco and shall be converted into a restricted stock unit award, on the same terms and conditions as were applicable to the Globe restricted stock units prior to the Globe Merger, in respect of the number of Holdco Ordinary Shares equal to the number of Globe Shares underlying such Globe restricted stock units.

Stock Appreciation Rights . Each stock appreciation right award granted under any Globe equity plan that is outstanding immediately prior to the Effective Time, whether or not vested, shall be assumed by Holdco and shall be converted into a stock appreciation right award, on the same terms and conditions as were applicable to the Globe stock appreciation right award prior to the Globe Merger, in respect of the number of Holdco Ordinary Shares equal to the number of Globe Shares underlying such Globe stock appreciation right, at an exercise price per Holdco Ordinary Share equal to the exercise price per Globe Share of such Globe stock appreciation right.

 

Restricted Shares . Each share of restricted stock granted under any Globe equity plan that is outstanding immediately prior to the Effective Time, whether or not vested, shall be assumed by Holdco and shall be converted into one restricted Holdco Ordinary Share, on the same terms and conditions as applied to the Globe restricted share prior to the Globe Merger.

Reasons for the Business Combination and Recommendation of the Globe Board (Page 77)

At its meeting held on February 22, 2015, the board of directors of Globe (the “Globe Board”) unanimously determined that the transactions contemplated by the Business Combination Agreement are consistent with, and will further, the business strategies and goals of Globe and are in the best interests of the Globe Shareholders, and approved and declared advisable the Original Business Combination Agreement and the transactions contemplated thereby. On May 5, 2015, the Globe Board approved the Business Combination Agreement, which made technical amendments to the Original Business Combination Agreement.

In approving the Original Business Combination Agreement and the Business Combination Agreement, the Globe Board considered a variety of factors in favor of the Business Combination, which are discussed in further detail in “Business Combination—Reasons for the Recommendation to Globe Shareholders by the Globe Board” on page 77.

The Globe Board recommends that you vote “FOR” the proposal to adopt the Business Combination Agreement.

Opinion of Goldman, Sachs & Co., Globe’s Financial Advisor (Page 86)

Goldman, Sachs & Co. (“Goldman Sachs”) delivered its oral opinion to the Globe Board, which was subsequently confirmed by delivery of a written opinion dated as of February 23, 2015, and based upon and subject to the factors and assumptions set forth therein and taking into account the FerroAtlántica Stock Exchange, that as of such date the conversion of each outstanding Globe Share into the right to receive one Holdco Ordinary Share (“Exchange Ratio”) pursuant to the Business Combination Agreement was fair from a financial point of view to the holders of Globe Shares. The opinion does not address the fairness of the Exchange Ratio to Grupo VM and its affiliates.

The full text of the written opinion of Goldman Sachs, dated February 23, 2015, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex G. Goldman Sachs provided its opinion for the information and assistance of the Globe Board in connection with its consideration of the Business Combination. The Goldman Sachs opinion is not a recommendation as to how any holder of Globe Shares should vote with respect to the Business Combination or any other matter.

Interests of Directors and Executive Officers in the Business Combination (Page 61)

Globe Shareholders should be aware that Globe directors and executive officers may have interests in the Business Combination that are different from, or in addition to, the interests of the Globe Shareholders. These interests may include, but are not limited to, the continued engagement and/or employment, as applicable, of certain directors and executive officers of Globe, the continued positions of certain directors of Globe as directors of Holdco, agreements that provide for enhanced severance upon a qualifying termination of employment in connection with a change in control, and the indemnification of and advancement of expenses to former Globe directors and executive officers by Holdco. These interests also include the treatment in the Business Combination of restricted stock units, stock options and other equity awards held by these directors and executive officers.

The Globe Board was aware of these potentially differing interests of Globe directors and executive officers and considered them, among other matters, in reaching its decision to approve the Business Combination Agreement and to recommend that Globe Shareholders vote in favor of the proposal to adopt the Business Combination Agreement.

 

For further information with respect to arrangements between Globe and its named executive officers, see the information included under “Proposal 3—Advisory Vote on Business Combination-Related Compensation for Globe’s Named Executive Officers—Golden Parachute Compensation” beginning on page 247 of this proxy statement/prospectus.

Governance and Management of Holdco (Page 100)

At the completion of the Business Combination, Holdco will have a Board of Directors consisting of nine directors with four directors to be designated by the Globe Board from among its current members and five directors to be designated by Grupo VM. Alan Kestenbaum, who is currently Executive Chairman of Globe, will be appointed as executive chairman of the Holdco Board and will be one of the Globe designees. Grupo VM has determined to designate Javier López Madrid as executive vice-chairman of the Holdco Board and a Grupo VM designee. At least one of the Grupo VM designees and three of the Globe designees are required to qualify as “independent directors”, as such term is defined in the NASDAQ stock market rules and applicable law. Upon completion of the Business Combination, the Holdco Board will have the following four committees: an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and a BCA Special Committee (as described in “The Business Combination Agreement—Post-Business Combination Governing Documents and Additional Matters Concerning Holdco” beginning on page 101 of this proxy statement/prospectus), each of which will consist of three members of the Holdco Board. The Audit Committee and the Compensation Committee will contain two Grupo VM designees and one Globe designee, in each case subject to the NASDAQ stock market rules, including any director independence requirements applicable to Holdco, and applicable law. Two independent Globe designees will constitute a majority of the Nominating and Corporate Governance Committee and the BCA Special Committee, and one independent Grupo VM designee will serve on the BCA Special Committee.

After the completion of the Business Combination, Mr. Jeff Bradley, current CEO of Globe, and Mr. Pedro Larrea Paguaga, current Chairman and CEO of FerroAtlántica, will act as co-Chief Executive Officers of Holdco. Prior to the completion of the Business Combination, the Holdco Board is expected to adopt a resolution providing for the appointments of certain other members of management of Holdco and the establishment of the responsibilities of the executive chairman and executive vice-chairman of the Holdco Board. The remaining Holdco senior management team has not yet been determined, but it is expected that the senior management will be comprised of current Globe and FerroAtlántica officers.

Holdco Articles (Page 159)

Grupo VM, as the sole shareholder of Holdco prior to the Globe Merger, will adopt Amended and Restated Articles of Association of Holdco (the “Holdco Articles”), to be effective at the completion of the Business Combination. The Holdco Articles provide for director appointments consistent with the Business Combination Agreement, the Grupo VM Shareholder Agreement and the AK Shareholder Agreement. See “The Business Combination Agreement”, “Grupo VM Shareholder Agreement” and “AK Shareholder Agreement”, beginning on pages 96, 120 and 125, respectively, of this proxy statement/prospectus. Pursuant to the Holdco Articles, the Holdco Board will consist of nine directors, which number may not be changed without the approval of two-thirds of the entire Holdco Board prior to the first date on which Grupo VM and its affiliates in the aggregate beneficially own less than 15% of the Holdco Shares, which date we refer to as the “Sunset Date”. Prior to the Sunset Date, Grupo VM will have the right to nominate that number of directors to the Holdco Board proportionate to its share ownership, generally rounded up to the nearest whole number of directors. Until Grupo VM no longer has the right to designate or nominate a majority of the Holdco Board and Grupo VM directors no longer constitute the majority of the Holdco Board (the “Decrease Date”), the Globe independent directors of Holdco will have the exclusive right to nominate directors for election at annual shareholders meetings subject to the rights of Grupo VM and Mr. Kestenbaum to nominate individuals or be nominated to be a member of the Holdco Board. Prior to the third anniversary of the adoption of the Holdco Articles, if Mr. Kestenbaum is not serving as Executive Chairman of

 

Holdco, the Holdco Articles provide that Grupo VM and/or the Globe independent directors may submit the names of one or more person(s) to the Nominating and Corporate Governance Committee for consideration to be appointed as a director of Holdco and act as the Executive Chairman. If the Nominating and Corporate Governance Committee recommends any of those person(s) to the Holdco Board, prior to the third anniversary of the Holdco Articles or the Sunset Date, whichever is earlier, two-thirds of the entire Holdco Board (including at least one Globe independent director) must approve such recommended person in order for such person to be approved as a director. On or after the third anniversary of the adoption of the Holdco Articles, if Mr. Kestenbaum is not serving as Executive Chairman of Holdco, the Board may determine that the chief executive officer of Holdco should serve as a member of the Holdco Board, provided that if the chief executive officer of Holdco is an affiliate of Grupo VM or was a Grupo VM designee prior to such determination, he or she will be deemed to be a Grupo VM designee. Holdco directors must be qualified to serve under applicable law, the NASDAQ stock market rules and Holdco polices, and also satisfy standards of character and experience.

The Holdco Articles provide that certain extraordinary actions described under “Business of Holdco and Certain Information About Holdco—Meetings and Decision Making—Matters Requiring Two-Thirds Board Approval” beginning on page 161 of this proxy statement/prospectus require approval of two-thirds of the entire Holdco Board prior to the Sunset Date, including, if Mr. Kestenbaum is not serving as Executive Chairman of Holdco, the approval of at least one independent director of Holdco. In addition, for a period of up to three years after completion of the Business Combination, the Holdco Articles provide that certain actions described under “Business of Holdco and Certain Information About Holdco—Meetings and Decision Making—Matters Requiring Majority Board Approval and Executive Chairman” beginning on page 162 of this proxy statement/prospectus require approval of a majority of the entire Holdco Board, including the Executive Chairman.

The foregoing description of the Holdco Articles does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document, a copy of which is filed herewith as Annex F, and is hereby incorporated by reference herein.

Listing of Holdco Ordinary Shares on Stock Exchange (Page 216)

Globe Shares are currently quoted on the NASDAQ under the symbol “GSM”. It is a condition to Closing that the Holdco Ordinary Shares be approved and authorized for listing on the NASDAQ, subject to official notice of issuance. Globe and Grupo VM will use their commercially reasonable efforts to cause the Holdco Ordinary Shares to be approved for listing on the NASDAQ under ticker symbol “GSM” prior to the Effective Time.

Only the Holdco Ordinary Shares are expected to be traded on the NASDAQ. Each Holdco Class A Share will automatically convert into one Holdco Ordinary Share upon the earlier of (i) the twentieth Business Day after the expiration of the R&W Policy; (ii) the establishment of a trust, the transfer of the R&W Policy to such trust in exchange for participation units and the distribution of such participation units to the holders of Holdco Ordinary Shares; and (iii) its transfer to any person or entity which is not, broadly, Grupo VM, any Grupo VM family member or any affiliate of Grupo VM or a Grupo VM family member. In addition, for so long as the Holdco Class A Share structure remains in place, any Holdco Ordinary Share acquired by Grupo VM, any Grupo VM family member or any affiliate of Grupo VM or a Grupo VM family member, will be automatically converted into one Holdco Class A Share.

The Holdco Ordinary Shares issuable in connection with the Business Combination will be freely transferable under the Securities Act.

Material U.S. Tax Consequences of the Business Combination (Page 130)

The Globe Merger. The Globe Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and/or as a transaction described in Section 351(a) of the Code, generally with no gain or loss recognition to U.S. holders of Globe Shares for U.S. federal income tax purposes. It is a condition to Closing that Latham deliver to Globe, and Cravath deliver to Grupo VM, their respective opinions dated as of the Closing

 

Date and substantially to the effect that (1) the Globe Merger should qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code and/or as a transaction described in Section 351(a) of the Code, and (2) the Globe Merger should not result in gain being recognized because of the application of Section 367(a)(1) of the Code, other than with respect to any holder of Globe Shares that would be a “five-percent transferee shareholder” of Holdco (within the meaning of U.S. Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) following the Globe Merger and that does not enter into a five-year gain recognition agreement in the form provided in U.S. Treasury Regulations Section 1.367(a)-8(c) (the “Intended U.S. Tax Treatment”).

Assuming these conclusions are ultimately sustained, and subject to the discussion below in “Material United States Federal Income Tax Consequences—The Globe Merger—U.S. Holders—Characterization of the Right to Receive Preferential Dividends”, a U.S. holder of Globe Shares generally will not recognize any gain or loss upon receipt of Holdco Ordinary Shares in exchange for Globe Shares in the Globe Merger. If either of these conclusions were to be challenged by the IRS and such challenge were to be sustained, then each U.S. holder of Globe Shares would recognize gain (and might not be allowed to recognize loss) equal to the difference between the sum of the fair market value of the Holdco Ordinary Shares and its tax basis in the Globe Shares surrendered in exchange therefor, as calculated separately for each block of Globe Shares.

The conclusions in the tax opinions will not be free from doubt, as there are significant factual and legal uncertainties concerning them. In particular, Section 367(a) of the Code and the applicable U.S. Treasury Regulations promulgated thereunder require that in order for U.S. holders of Globe Shares to avoid recognizing gain on the exchange of their Globe Shares in the Globe Merger, certain requirements must be met, including that the fair market value of Holdco equal or exceed that of Globe at the Effective Time. The relevant law is not clear and there are significant factual and legal uncertainties concerning the determination of fair market value for this purpose, including taking into account several factors in addition to the estimated ratio of ownership of Holdco Shares by Globe Shareholders following the Globe Merger, which is expected to be approximately 43% (the “Estimated Ownership Ratio”). If at the Effective Time the fair market value of Globe were found to exceed that of Holdco for purposes of Section 367(a), a U.S. holder of Globe Shares would recognize gain (but not loss) based on the amount such U.S. holder realizes in the Globe Merger, as calculated separately for each block of Globe Shares. Moreover, none of Globe, FerroAtlántica, Grupo VM, Holdco or Globe Merger Sub intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Globe Merger. The tax opinions only address the Intended U.S. Tax Treatment and do not address other U.S. tax consequences, including those that would apply to certain non-U.S. holders if the Globe Shares constitute a U.S. real property interest. For additional information, see “Material United States Federal Income Tax Consequences” beginning on page 130 of this proxy statement/prospectus.

Tax matters are very complicated, and the tax consequences of the Globe Merger to each U.S. holder of Globe Shares may depend on such shareholder’s particular facts and circumstances. Holders of Globe Shares are urged to consult their tax advisors to understand fully the tax consequences to them of the Globe Merger.

Ma terial U.K. Tax Consequences of the Business Combination (Page 138)

The receipt of Holdco Ordinary Shares by a Globe Shareholder who is resident for tax purposes in the United Kingdom in respect of, and in proportion to, such shareholder’s Globe Shares pursuant to the Globe Merger may (on the basis and subject to the matters described in the section entitled “Material U.K. Tax Consequences”), be treated as a scheme of reconstruction for the purposes of U.K. capital gains tax and corporation tax on chargeable gains (“CGT”). On that basis, a Globe Shareholder would not be treated as making a disposal of their Globe Shares and, therefore, no liability for CGT would arise in respect of the receipt of Holdco Ordinary Shares by a Globe Shareholder pursuant to the Globe Merger. For the purposes of CGT, the Holdco Ordinary Shares received by a Globe Shareholder would be treated as the same asset, acquired at the same time and for the same amount, as the Globe Shares in respect of which they are issued.

If the “rollover” treatment described above is not available, a Globe Shareholder would be treated as having made a full disposal of their Globe Shares and may, depending on such shareholder’s personal circumstances, be liable to pay CGT.

 

For a further discussion of the material U.K. tax consequences of the Globe Merger to Globe Shareholders, see “Material United Kingdom Tax Consequences”, beginning on page 138 of this proxy statement/prospectus.

Tax matters are very complicated and the tax consequences of the Globe Merger to U.K. tax resident holders of Globe Shares may depend on such holder’s particular facts and circumstances. Holders of Globe Shares are urged to consult their tax advisors to understand fully the tax consequences to them of the Globe Merger.

Material Spanish Tax Consequences of the Business Combination (Page 142)

The FerroAtlántica Stock Exchange is intended to either (1) qualify as a “share-for-share exchange” (canje de valores) under the Spanish corporate income tax neutrality framework and thus benefit from the tax neutrality regime, or (2) not generate Spanish taxable income for Grupo VM pursuant to the Spanish corporate income tax participation exemption, as determined by Grupo VM in its own discretion (the “Intended Spanish Tax Treatment”). It is a condition to Closing that Uría Menéndez Abogados, S.L.P. deliver to Grupo VM an opinion dated as of the Closing Date to the effect that the FerroAtlántica Stock Exchange should qualify for the Intended Spanish Tax Treatment. The conclusions in this opinion will rely on a number of factual and legal assumptions related to Grupo VM, Holdco, FerroAtlántica and its subsidiaries, and will refer exclusively to Spain and Spanish laws currently in force and to current Spanish administrative interpretations.

No Solicitation of Transactions and Change in Recommendation (Page 107)

Under the Business Combination Agreement, Globe agreed (i) to cease any discussions or negotiations existing on the date of the Business Combination Agreement with any persons with respect to, (ii) not to solicit, initiate or knowingly encourage any proposal which may lead to and (iii) not to engage in any discussions or negotiations or cooperate with any person with respect to any inquiries regarding, or the making of, any “competing proposal” relating to a merger, reorganization or similar transaction, the acquisition of 20% or more of the consolidated assets of Globe and its subsidiaries, the acquisition of 20% or more of the Globe Shares or any purchase, tender or exchange offer resulting in any person owning 20% or more of the Globe Shares. Notwithstanding these general prohibitions, subject to certain conditions, at any time prior to the adoption of the Business Combination Agreement by the Globe Shareholders, the Globe Board may provide information to and negotiate with a competing bidder if:

 

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such competing proposal constitutes or would reasonably be expected to lead to a superior proposal; and

 

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the Globe Board concludes in good faith, after consultation with legal advisors, that failure to take such action with respect to such competing proposal would be inconsistent with its fiduciary duties under applicable law.

Globe must provide FerroAtlántica with notice of, and other disclosure related to, any competing proposals.

Notwithstanding the foregoing provisions of the Business Combination Agreement, prior to the Globe Shareholders’ adoption of the Business Combination Agreement, the Globe Board may, in response to any bona fide written competing proposal, effect an adverse recommendation change or terminate the Business Combination Agreement to enter into an alternative acquisition agreement or both, if the Globe Board determines in good faith, after consultation with outside financial and legal advisors, that such competing proposal constitutes a superior proposal relating to a merger, reorganization or similar transaction, the acquisition of 50% or more of the consolidated assets of Globe and its subsidiaries, the acquisition of 50% or more of the Globe Shares or any purchase, tender or exchange offer resulting in any person owning 50% or more of the Globe Shares, is reasonably likely to be consummated and is more favorable to the Globe Shareholders from a financial point of view; provided that Globe provides FerroAtlántica with 48 hours’ notice of its intention to make an adverse recommendation change.

 

In addition to the obligations of Globe referenced above, Globe will within 48 hours notify FerroAtlántica orally and in writing of the identity of the person making any competing proposal and a copy of the competing proposal (or where no such copy is available, a reasonably detailed description of the competing proposal), and if requested by FerroAtlántica, engage in good faith negotiations with FerroAtlántica regarding any changes proposed by FerroAtlántica to the terms of the Business Combination Agreement.

Furthermore, the Globe Board may make an adverse recommendation change if the Globe Board determines in good faith after consultation with its outside legal and financial advisors, that the failure to change its recommendation would be inconsistent with its fiduciary duties under applicable law. See “The Business Combination Agreement—Covenants—No Solicitation of Transactions” beginning on page 107 of this proxy statement/prospectus.

Conditions to Completing the Business Combination (Page 112)

Currently, we expect to complete the Business Combination in the fourth quarter of 2015. As more fully described in the Business Combination Agreement, the obligations of each party to effect the Business Combination depend on a number of conditions being satisfied or, to the extent legally permissible, waived. These conditions include:

 

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adoption of the Business Combination Agreement by the Globe Shareholders;

 

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the Holdco Ordinary Shares having been approved for listing on the NASDAQ;

 

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no governmental entity of competent jurisdiction enacting any law or issuing any order or injunction that prohibits or makes illegal consummation of the Business Combination;

 

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the registration statement, of which this proxy statement/prospectus forms a part, being declared effective by the Securities and Exchange Commission (the “SEC”) and not being subject to any stop order suspending its effectiveness;

 

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any waiting period (or any extension thereof) required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the competition laws of Spain, Germany and South Africa having expired or been terminated and (to the extent applicable) any such competition approvals having been obtained; and

 

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the actions necessary to cause the FerroAtlántica Stock Exchange and Globe Merger to become effective having been taken by the parties.

In addition, the obligations of each of Globe, Grupo VM and FerroAtlántica to effect the Business Combination are subject to satisfaction or waiver of the following conditions:

 

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the accuracy of the other party’s representations and warranties (subject to certain qualifications), and the receipt of a certificate signed by the other party’s duly authorized officer as to the satisfaction of this condition;

 

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the compliance by the other party, in all material respects, with their obligations under the Business Combination Agreement, and the receipt of a certificate signed by the other party’s duly authorized officer as to the satisfaction of this condition;

 

•

the absence, since the date of the Business Combination Agreement, of a material adverse effect on the other party;

 

•

the receipt by each of Globe and Grupo VM of legal opinions from their respective counsels with respect to certain tax consequences of the Business Combination; and

 

•

the delivery of certain documents by each of the parties.

In addition, the obligation of Globe to effect the Business Combination is subject to satisfaction or waiver of the following condition:

 

•

Grupo VM shall not have made the adjustment threshold election to reduce a required cash contribution below certain levels. See “The Business Combination Agreement—Grupo VM Adjustment” beginning on page 96 of this proxy statement/prospectus.

Termination (Page 114)

Globe and FerroAtlántica may jointly agree to terminate the Business Combination Agreement at any time. In addition, either Globe or FerroAtlántica may terminate the Business Combination Agreement in various circumstances, including a failure to obtain the requisite Globe Shareholder approval, failure (on a final and non-appealable basis) to obtain certain necessary governmental approvals, or failure to complete the Business Combination by November 23, 2015 (subject to the right of either party to extend this date to May 21, 2016 in certain circumstances).

FerroAtlántica may terminate the Business Combination Agreement if the Globe Board changes its recommendation for the Business Combination, or, under certain circumstances, Globe breaches certain of its representations and warranties or fails to comply with its obligations under the Business Combination Agreement.

Globe may terminate the Business Combination Agreement if prior to the Globe Shareholder approval, the Globe Board enters into a definitive acquisition agreement with respect to a superior proposal and Globe has paid the termination fee described below, or under certain circumstances, Holdco, Grupo VM or FerroAtlántica breaches certain of their representations and warranties or fails to comply with their obligations under the Business Combination Agreement.

Termination Fees and Expense Reimbursement (Page 115)

Under the Business Combination Agreement, Globe will be required to pay FerroAtlántica a termination fee of $25 million if:

 

•

Prior to receipt of the Globe Shareholder approval, the Globe Board determines to enter into a definitive acquisition agreement with respect to a superior proposal;

 

•

FerroAtlántica terminates the Business Combination Agreement upon a change of board recommendation by the Globe Board; or

 

•

A competing proposal for Globe is publicly announced and both the Business Combination Agreement is subsequently terminated by FerroAtlántica due to Globe’s failure to obtain the necessary shareholder vote and within six months after such termination, Globe enters into a definitive acquisition agreement in respect to the competing proposal.

Under the Business Combination Agreement, expense reimbursement of up to $10 million is payable to:

 

•

FerroAtlántica by Globe if FerroAtlántica terminates due to a breach by Globe; or

 

•

Globe by FerroAtlántica if Globe terminates due to a breach by FerroAtlántica, Holdco or Grupo VM.

 

Regulatory Matters (Page 127)

Under the Business Combination Agreement, the completion of the Business Combination is conditioned on the receipt of antitrust and competition approvals (or the expiration of the applicable waiting periods) in several jurisdictions, including the U.S., Spain, Germany and South Africa. Globe and FerroAtlántica have submitted notifications in each jurisdiction where required.

At any time before completion of the Business Combination, the U.S. Department of Justice Antitrust Division, the U.S. Federal Trade Commission (the “FTC”), a U.S. state attorney general, or other U.S. or foreign regulatory authorities could take action under the relevant antitrust, competition or foreign investment laws, including seeking to enjoin or prohibit the combination or require modifications, seeking divestiture of substantial assets and businesses of Globe or FerroAtlántica or their subsidiaries, or requiring operational restrictions on the parties’ assets and businesses. Certain of these regulatory authorities may also take such actions after the Business Combination has been consummated. Private parties may also bring legal actions under the antitrust and competition laws under certain circumstances.

Antitrust and competition approvals (or the expiration of the applicable waiting periods) in the U.S., Spain, Germany and South Africa are conditions to completion of the Business Combination. In connection with antitrust approvals or clearances, neither Globe nor FerroAtlántica is required to divest assets in North America or Western Europe, which would be deemed to result in a material and adverse effect on its business. While the parties believe that the Business Combination can be effected in compliance with all applicable regulatory laws, there can be no assurance that the antitrust, competition or foreign investment authorities will terminate or permit the applicable waiting periods to expire, or approve or clear the Business Combination at all, or that they will do so without restrictions or conditions. There is also no assurance that a challenge to the completion of the Business Combination under the antitrust, competition or foreign investment laws will not be made or that, if such a challenge were made, the parties would prevail or would not be required to accept certain conditions, possibly including divestitures and conduct restrictions, in order to complete the Business Combination.

Filings were made with the relevant competition authorities in Germany on March 2, 2015, in the U.S. on March 9, 2015 and in South Africa on March 12, 2015. Following submission of the relevant information by FerroAtlántica, on March 12, 2015 the Spanish competition authority communicated to FerroAtlántica its preliminary view that the transaction failed to meet the merger control notification thresholds in Spain. The parties subsequently determined that no merger control filing was required in Spain. The competition authorities in Germany cleared the transaction on March 30, 2015. On April 8, 2015, FerroAtlántica voluntarily withdrew its filing with the competition authorities in the U.S. and refiled its notification on April 10, 2015. On May 11, 2015, the Department of Justice issued a request for additional information to each of Globe and Grupo VM, which extends the waiting period until 30 days after each party substantially complies with the request. On June 9, 2015, the competition commission of South Africa approved the Business Combination. The authorities applied certain conditions to which the parties have agreed that are intended to reasonably continue Globe’s investment in its Siltech facility in South Africa and the business relationships with local South African customers and suppliers following completion of the Business Combination. The parties believe these conditions will not be material to Holdco’s business, financial condition or results of operation. As of the date of this document, clearance from the U.S. is pending.

Stock Ownership of Directors and Executive Officers (Page 244)

At the close of business on the record date, directors and executive officers of Globe and their affiliates were entitled to vote                  Globe Shares, or approximately     % of the Globe Shares outstanding and entitled to vote on that date. Each of Globe’s directors and executive officers has indicated his present intention to vote his Globe Shares in favor of each of the proposals to be presented at the Globe Shareholders meeting, although none of them other than Mr. Kestenbaum (as described below) has entered into any agreement obligating them to do so.

Appraisal Rights (Page 65)

Under Section 262 of the General Corporation Law of the State of Delaware, as amended (“DGCL”), no appraisal rights will be available to holders of Globe Shares in connection with the Business Combination and Globe Merger. See “Proposal No. 1—The Business Combination Proposal—Appraisal Rights” on page 65.

 

AK Voting Agreement (Page 119)

On February 23, 2015, Alan Kestenbaum entered into a voting agreement with Grupo VM (the “AK Voting Agreement”) in connection with the Business Combination Agreement. Under the AK Voting Agreement, Mr. Kestenbaum has agreed to vote his Globe Shares in favor of the adoption of the Business Combination Agreement. Mr. Kestenbaum also agreed that he would not vote his Globe Shares in favor of any competing proposal, enter into any voting arrangement inconsistent with the AK Voting Agreement or otherwise solicit any competing proposals, subject to exceptions applicable to Mr. Kestenbaum as a representative of Globe under the Business Combination Agreement. Subject to certain exceptions, Mr. Kestenbaum agreed not to transfer his Globe Shares during the effectiveness of the AK Voting Agreement. The AK Voting Agreement terminates upon the earliest of the mutual agreement of Grupo VM and Mr. Kestenbaum, the effective time of the Globe Merger, a change in recommendation by the Globe Board pursuant to the Business Combination Agreement and the termination of the Business Combination Agreement in accordance with its terms. The Globe Shares held by Mr. Kestenbaum and subject to the AK Voting Agreement represented approximately 12.1% of the voting power of Globe as of April 27, 2015, determined without regard to stock options or restricted stock units held by Mr. Kestenbaum that are not entitled to vote at the Globe Shareholders Meeting.

The foregoing description of the AK Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is filed herewith as Annex B, and is hereby incorporated by reference herein.

Grupo VM Shareholder Agreement (Page 120)

As a condition to completion of the Business Combination, Grupo VM will enter into a shareholder agreement with Holdco to provide for certain rights and obligations with respect to its Holdco Shares (the “Grupo VM Shareholder Agreement”). Under the Grupo VM Shareholder Agreement, Grupo VM will have the right to nominate the number of directors for the Holdco Board that is proportionate to its share ownership and to designate one of the Grupo VM designees to serve as executive vice-chairman of the Holdco Board. The Grupo VM Shareholder Agreement also provides that Grupo VM designees will be proportionately represented on each committee of the Holdco Board, subject to the NASDAQ stock market rules, except that the Globe independent directors will constitute a majority of the Nominating and Corporate Governance Committee and the BCA Special Committee will be composed of two Globe independent directors and one independent Grupo VM director.

Grupo VM will agree to vote its Holdco Shares to cause the election or reelection, as applicable, of the Grupo VM director nominees and the other persons nominated by the Holdco Board for election of directors. Grupo VM will also agree not to vote its Holdco Shares to cause the removal of the Globe independent directors or Alan Kestenbaum or any replacement of Alan Kestenbaum.

Subject to certain exceptions, Grupo VM will have preemptive rights to subscribe for up to its proportionate share of any Holdco Shares issued in connection with any primary offerings. The Grupo VM Shareholder Agreement (i) will also restrict the ability of Grupo VM and its affiliates to acquire additional Holdco Shares and (ii) will contain a standstill provision that limits certain proposals and other actions that can be taken by Grupo VM or its affiliates with respect to Holdco, in each case, subject to certain exceptions. The Grupo VM Shareholder Agreement will restrict the manner by which, and persons to whom, Grupo VM or its affiliates may transfer Holdco Shares. The Grupo VM Shareholder Agreement will terminate on the first date on which Grupo VM and its affiliates hold less than 15% of the outstanding Holdco Shares.

The foregoing description of the Grupo VM Shareholder Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is filed herewith as Annex C, and is hereby incorporated by reference herein. See also “Grupo VM Shareholder Agreement” beginning on page 120 of this proxy statement/prospectus.

 

AK Shareholder Agreement (Page 125)

As a condition to completion of the Business Combination, Alan Kestenbaum and certain of his affiliates will enter into a shareholder agreement with Holdco to provide for certain rights and obligations with respect to their Holdco Ordinary Shares (the “AK Shareholder Agreement”). Under the AK Shareholder Agreement, so long as Mr. Kestenbaum and his affiliates own at least 1% of the total issued and outstanding Holdco Shares, Mr. Kestenbaum and his affiliates will vote their Holdco Ordinary Shares to cause the election or reelection, as applicable, of the Grupo VM director nominees and the other persons nominated by the Holdco Board for election of directors. On the effective date of the Globe Merger, Mr. Kestenbaum will be appointed as Executive Chairman of the Holdco Board and, so long as he is serving in such capacity, he will be entitled to be nominated for election as a director at any meeting of the Holdco shareholders called for the purpose of electing directors.

The AK Shareholder Agreement also contains certain tax covenants related to the Intended U.S. Tax Treatment. Each of Mr. Kestenbaum and Holdco will comply with applicable tax reporting and record-keeping requirements and, except as required by law, neither party will take a tax position that is inconsistent with the Intended U.S. Tax Treatment.

Mr. Kestenbaum will enter into a “gain recognition agreement” with the IRS if he is treated as a “five-percent transferee shareholder” of Holdco following the Globe Merger, and will enter into subsequent “gain recognition agreements” with respect to actions or transactions taken by Holdco or its affiliates, as required under applicable law (any such agreement, a “Gain Recognition Agreement”). Under the AK Shareholder Agreement, Holdco and its affiliates will agree not to take any action that would reasonably be expected to cause Mr. Kestenbaum to incur tax under a Gain Recognition Agreement. In addition, Holdco will agree to indemnify Mr. Kestenbaum against certain taxes and liabilities arising as a result of a breach of the tax covenants made by Holdco in the AK Shareholder Agreement.

The AK Shareholder Agreement will terminate upon the later of (i) Mr. Kestenbaum no longer acting as Executive Chairman of Holdco or (ii) the aggregate total issued and outstanding Holdco Shares owned by Mr. Kestenbaum and his affiliates falling below 1%; provided that the tax covenants and indemnification obligation will survive until such time as set forth in the AK Shareholder Agreement.

The foregoing description of the AK Shareholder Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is filed herewith as Annex D, and is hereby incorporated by reference herein.

Registration Rights Agreement (Page 126)

As a condition to completion of the Business Combination, Grupo VM, Mr. Kestenbaum and Holdco will enter into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement will govern Grupo VM’s and Mr. Kestenbaum’s respective rights and obligations with respect to the registration for resale of the Holdco Shares held by Grupo VM and Mr. Kestenbaum following the Business Combination. Pursuant to the Registration Rights Agreement, both Grupo VM and Mr. Kestenbaum will have customary demand registration rights and piggy-back registration rights. Upon written request, Holdco will be required to prepare and file a shelf registration statement with the SEC for the Holdco Shares held by Grupo VM and Mr. Kestenbaum and maintain the effectiveness of such shelf registration statement until the earlier of three years after the shelf has been declared effective or the date upon which there are no longer any registerable securities outstanding. Grupo VM and Mr. Kestenbaum will also have withdrawal rights upon notice to Holdco prior to the effective date of any related registration statements and have agreed to enter into customary lock-up agreements in connection with any public offerings of the Holdco Shares.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is filed herewith as Annex E, and is hereby incorporated by reference herein.

 

Accounting Treatment (Page 64)

The Business Combination will be accounted for using the acquisition method of accounting for business combinations under International Financial Reporting Standards (“IFRS”), with FerroAtlántica treated as the accounting acquirer. Under this method of accounting, any excess of (i) the aggregate of the acquisition consideration transferred and any non-controlling interest in Globe over (ii) the aggregate of the fair values as of the closing date of the Business Combination of the assets acquired and liabilities assumed will be recorded as goodwill. The acquisition consideration is the fair value on the closing date of the Business Combination of the Holdco Ordinary Shares issued to Globe Shareholders in connection with the Business Combination.

Comparison of Shareholder Rights Before and After the Business Combination (Page 221)

As a result of the Business Combination, Globe Shareholders will become holders of Holdco Ordinary Shares and will have different rights as holders of Holdco Ordinary Shares than they had as holders of Globe Shares. The differences between the rights of these respective holders result from the differences between Delaware and English law and the respective governing documents of Globe and Holdco. For additional information on the Holdco Ordinary Shares and the Globe Shares, please see “Comparison of Shareholder Rights Before and After the Business Combination” beginning on page 221 of this proxy statement/prospectus.

Litigation Related to the Business Combination (Page 128)

On March 23, 2015, a purported Globe Shareholder filed a putative class action lawsuit on behalf of Globe Shareholders challenging the Business Combination in the Court of Chancery of the State of Delaware. The action, captioned Fraser v. Globe Specialty Metals, Inc., et al. , C.A. No. 10823-VCG, named as defendants Globe, the members of its board of directors, Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco. The complaint alleged, among other things, that Globe’s directors, aided and abetted by Globe, Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco, breached their fiduciary duties in agreeing to the Business Combination for inadequate consideration and that certain provisions in the Business Combination Agreement unfairly deterred a potential alternative transaction. The action sought to enjoin or rescind the Business Combination, damages, and attorneys’ fees and costs.

On April 1, 2015, a purported Globe Shareholder filed a putative class action lawsuit on behalf of Globe Shareholders challenging the Business Combination in the Court of Chancery of the State of Delaware. The action, captioned City of Providence v. Globe Specialty Metals, Inc., et al. , C.A. No. 10865-VCG, named as defendants Globe, the members of its board of directors, its Chief Executive Officer, Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco. The complaint alleged, among other things, that Globe’s board of directors and Chief Executive Officer, aided and abetted by Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco, breached their fiduciary duties by entering into the Business Combination for inadequate consideration and that certain provisions in the Business Combination Agreement unfairly deterred a potential alternative transaction. The complaint further alleged, among other things, that Globe’s Executive Chairman and Chief Executive Officer, aided and abetted by Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco, breached their fiduciary duties by negotiating the Business Combination Agreement, and, in the case of the Executive Chairman, by entering into a voting agreement in favor of the Business Combination Agreement, out of self-interest. The action sought to enjoin the Business Combination, to order the board of directors to obtain an alternate transaction, damages, and attorneys’ fees and costs.

On April 10, 2015, a purported Globe Shareholder filed a putative class action lawsuit on behalf of Globe Shareholders challenging the Business Combination in the Court of Chancery of the State of Delaware. The action, captioned Int’l Union of Operating Engineers Local 478 Pension Fund v. Globe Specialty Metals, Inc., et al. , C.A. No. 10899-VCG, named as defendants Globe, the members of its board of directors, its Chief Executive Officer, Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco. The complaint made identical allegations and sought the same relief sought in City of Providence v. Globe Specialty Metals, Inc., et al. , C.A. No. 10865-VCG.

 

On April 21, 2015, a purported Globe Shareholder filed a putative class action lawsuit on behalf of Globe Shareholders challenging the Business Combination in the Court of Chancery of the State of Delaware. The action, captioned Cirillo v. Globe Specialty Metals, Inc., et al. , C.A. No. 10929-VCG, named as defendants Globe, the members of its board of directors, Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco. The complaint alleged, among other things, that Globe’s directors, aided and abetted by Globe, Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco, breached their fiduciary duties in agreeing to the Business Combination for inadequate consideration and that certain provisions in the Business Combination Agreement unfairly deterred a potential alternative transaction. The action sought to enjoin or rescind the Business Combination, disclosure of information, damages, and attorneys’ fees and costs.

On May 4, 2015, the Court of Chancery of the State of Delaware consolidated these four actions for all purposes into C.A. No. 10865-VCG, now captioned In re Globe Specialty Metals, Inc. Stockholders Litigation , Consolidated C.A. No. 10865-VCG. The Court further designated the complaint filed in C.A. No. 10865-VCG as the operative complaint in the consolidated action. Plaintiffs filed a motion for a preliminary injunction seeking to enjoin Globe from convening a special meeting of Globe Shareholders to vote on the proposal to adopt the Business Combination Agreement or consummating the Business Combination. In addition, Plaintiffs filed a motion for expedited proceedings, and supporting brief, in which they requested that the Court schedule a trial in this action before the Globe Shareholders vote on the Business Combination. Defendants filed an opposition brief in which they objected to Plaintiffs’ motion for expedited proceedings to the extent it seeks expansive discovery and an expedited trial on the merits in lieu of a preliminary injunction hearing. Subsequently, the parties reached agreement on the scope of expedited discovery. The Court scheduled a hearing on Plaintiffs’ motion for a preliminary injunction for August 26, 2015.

On June 15, 2015, Plaintiffs filed an amended consolidated class action complaint, realleging, among other things, that Globe’s board of directors and Chief Executive Officer, aided and abetted by Grupo VM, FerroAtlántica, Globe Merger Sub and Holdco, breached their fiduciary duties by entering into the Business Combination for inadequate consideration and that certain provisions in the Business Combination Agreement unfairly deterred a potential alternative transaction. The amended complaint further alleges that, among other things, Globe’s preliminary proxy statement/prospectus filed with the SEC on May 6, 2015, is materially misleading and incomplete, and that Globe’s board of directors and Chief Executive Officer breached their fiduciary duties by failing to disclose purportedly material information to shareholders in connection with the Business Combination. The amended complaint seeks, among other relief, an order enjoining the Defendants from consummating the proposed Business Combination; a declaration that the disclosures contained in the preliminary proxy statement/prospectus are deficient; damages; and attorneys’ fees and costs.

Globe, the Globe Board, Grupo VM, FerroAtlántica and the other defendants believe these lawsuits are without merit and intend to defend vigorously against these allegations.

The Globe Shareholders Meeting (Page 58)

The special meeting of Globe Shareholders is scheduled to be held on             , 2015, commencing at local time, at              (the “Globe Shareholders Meeting”).

At the Globe Shareholders Meeting, Globe Shareholders will be asked to consider and vote on:

 

•

a proposal to adopt the Business Combination Agreement;

 

•

a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal; and

 

•

a non-binding advisory proposal to approve certain compensation arrangements for Globe’s named executive officers in connection with the Business Combination.

Only holders of record of Globe Shares at the close of business on             , 2015, the record date for the Globe Shareholders Meeting, will be entitled to notice of, and to vote at, the Globe Shareholders Meeting or any adjournments or postponements thereof. At the close of business on the record date,                  Globe Shares were issued and outstanding. Holders of record of Globe Shares on the record date are entitled to one vote per share at the Globe Shareholders Meeting on each proposal.

You may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting on each proposal. The proposal to adopt the Business Combination Agreement requires the affirmative vote of the holders of a majority of the outstanding Globe Shares entitled to vote at the Globe Shareholders Meeting. If a quorum is present at the Globe Shareholders Meeting, the proposal to adjourn the Globe Shareholders Meeting will be approved if the votes cast in favor of the proposal exceed the votes cast in opposition of the proposal. If a quorum is not present or represented by proxy at the Globe Shareholders Meeting, then the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting who are present in person or represented by proxy may adjourn the meeting from time to time until a quorum is present. The non-binding advisory proposal to approve certain compensation arrangements for Globe’s named executive officers in connection with the Business Combination will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast in opposition to the proposal.

Record Date . You can vote at the Globe Shareholders Meeting if you owned Globe Shares at the close of business on             , 2015, which is the record date for the Globe Shareholders Meeting. Only Globe Shareholders as of the close of business on the record date will be entitled to receive notice of and to vote at the Globe Shareholders Meeting and any adjournments or postponements thereof.

Quorum . No business may be transacted at the Globe Shareholders Meeting unless a quorum is present. Attendance in person or by proxy at the Globe Shareholders Meeting of holders of record of a majority of the Globe Shares entitled to vote at the Globe Shareholders Meeting will constitute a quorum. If a quorum is not present, the

 

Globe Shareholders Meeting may be adjourned to allow additional time for obtaining additional proxies by the chairman of the meeting or a majority of the voting power represented in person or by proxy at the Globe Shareholders Meeting.

Vote Required and Voting Power . The proposal to adopt the Business Combination Agreement requires the affirmative vote of the holders of a majority of the outstanding Globe Shares entitled to vote at the Globe Shareholders Meeting. Each Globe Share held as of the record date is entitled to one vote at the Globe Shareholders Meeting. As of the record date for the Globe Shareholders Meeting, Globe had                  shares of common stock outstanding.