Status:  New/Upcoming Filing

Acquirer:  Zhongwang USA LLC (U.S.); Liu Zhongtian (China)

Acquired:  Aleris Corporation (U.S.)

Value:  Approx. US$2.3 billion

Industry:  Steel

On August 29, 2016, Aleris Corporation, a Delaware corporation, Zhongwang USA LLC, a Delaware limited liability company, Zhongwang Aluminum Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Zhongwang USA, entered into an Agreement and Plan of Merger pursuant to which Zhongwang Aluminum Corporation will merge with Aleris with Aleris surviving as a wholly owned subsidiary of Zhongwang USA, for consideration valued at approximately US$2.33 billion.  (See Aleris Form 8-K, Aug. 30, 2016, SEC Filing; Aleris Press Release, Aleris to be Acquired by Zhongwang USA LLC, Aug. 29, 2016.)  Zhongwang USA LLC is a subsidiary of China based Zhongwang International Group and is indirectly majority-owned by Mr. Liu Zhongtian, who is also the founder of China Zhongwang Holdings Limited, a Hong Kong listed company and the “second largest aluminum extrusions product developer and manufacturer in the world and the largest in Asia.”  (Aleris Press Release, Aleris to be Acquired by Zhongwang USA LLC, Aug. 29, 2016.)  Clearance from the Committee on Foreign Investment in the United States (CFIUS) is a condition to closing and the parties were to jointly file a notice to CFIUS “as soon as practicable” after signing the merger agreement.  (See Agreement and Plan of Merger, Section 6.4(c), Form 8-K, Ex-2.1, Aug. 30, 2016, SEC Filing.)

“Aleris is a global leader in the production and sale of aluminum rolled products.”  (See Aleris Overview on its website.)  The deal has been opposed by U.S. lawmakers who issued a letter to the Secretary of the Treasury urging CFIUS to reject the proposed acquisition.  (See Letter to Secretary Lew from various Senators, Nov. 2, 2016.)