EX-99.1 2 y69255exv99w1.txt PRESS RELEASE Exhibit 99.1 FOR RELEASE: IMMEDIATELY FOR ADDITIONAL INFORMATION CONTACT: RICHARD G. JOHNSON, CHIEF FINANCIAL OFFICER, OR STEVEN L. COHEN, GENERAL COUNSEL - (201) 944-6020 PHIBRO ANIMAL HEALTH CORPORATION ANNOUNCES SECOND EXTENSION AND AMENDMENT OF CONSENT SOLICITATION FORT LEE, NEW JERSEY, DECEMBER 1, 2004 - Phibro Animal Health Corporation (the "Company") announced today the second extension and amendment by it of its consent solicitation with respect to its 105,000 units consisting of $85,000,000 13% Senior Secured Notes Due 2007 (the "U.S. Notes") of the Company and $20,000,000 13% Senior Secured Notes due 2007 (together with the U.S. Notes, the "Existing Notes") of Philipp Brothers Netherlands III B.V. On November 18, 2004, the Company commenced a consent solicitation with respect to the holders of the Existing Notes to effect certain amendments to the indenture governing the Existing Notes, as described in the Consent Solicitation Statement, dated November 18, 2004 (the "Statement"). The consent solicitation is being made in accordance with and subject to the terms and conditions stated in the Statement, as amended by an Amendment and Supplement dated November 23, 2004 to Consent Solicitation Statement and as further amended by an Amendment and Supplement dated November 30, 2004 to Consent Solicitation (the Statement, as so amended, the "Amended Statement"). As of 12:00 p.m., New York City time, on November 30, 2004, holders of over 97% of the Existing Notes had consented. The solicitation has been further extended to, and will expire at, 5:00 p.m., New York City time, on December 8, 2004, unless further extended or earlier terminated. Pursuant to the Amended Statement, the disclosure relating to the sale of substantially all of the facilities owned by Phibro Animal Health SA ("Phibro Belgium"), a wholly owned subsidiary of Philipp Brothers Netherlands III B.V., in Rixensart, Belgium has been updated to indicate that the Company will provide a limited guarantee of certain obligations of Phibro Belgium and that the sale will include certain industrial activities and certain intellectual property relating to solvent technology. Requests for copies of the Statement, the Amended Statement and related documents, and assistance relating to the procedures for delivering consents may be obtained by contacting Richard G. Johnson, Chief Financial Officer, at (201) 944-6020. Requests for assistance relating to the terms and conditions of the consent solicitation may be directed to HSBC Bank USA, National Association, the Tabulation Agent, at the addresses set forth in the Statement. The Company is a leading diversified global manufacturer and marketer of a broad range of animal health and nutrition products, specifically medicated feed additives ("MFAs") and nutritional feed additives, which the Company sells throughout the world predominantly to the poultry, swine and cattle markets. MFAs are used preventively and therapeutically in animal feed to produce healthy livestock. The Company is also a specialty chemicals manufacturer and marketer, serving numerous markets. FORWARD-LOOKING STATEMENTS This news release contains statements that, to the extent that they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934. Such forward-looking information involves risks and uncertainties that could cause actual results to differ materially from those expressed in any such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's substantial leverage and potential inability to service its debt; the Company's dependence on distributions from its subsidiaries; risks associated with the Company's international operations and significant foreign assets; the Company's dependence on its Israeli operations; competition in each of the Company's markets; potential environmental liability; potential legislation affecting the use of medicated feed additives; extensive regulation by numerous government authorities in the United States and other countries; the Company's reliance on the continued operation and sufficiency of our manufacturing facilities; the Company's reliance upon unpatented trade secrets; the risks of legal proceedings and general litigation expenses; potential operating hazards and uninsured risks; the risk of work stoppages; the Company's dependence on key personnel; and other factors discussed in the Company's filings with the U.S. Securities and Exchange Commission. 2