Exhibit 99.1
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROMD.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT AP@DFKING.COM.
FORM OF INSTRUCTIONS AS TO USE OF AMPCO-PITTSBURGH CORPORATION
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES
PLEASE CONSULT THE SUBSCRIPTION AND INFORMATION AGENT,
YOUR BANK OR BROKER FOR ANY QUESTIONS
YOUR BANK OR BROKER FOR ANY QUESTIONS
The following instructions relate to a rights offering by AMPCO-PITTSBURGH CORPORATION, a Pennsylvania corporation (“we,” “us,” “our,” or the “Company”), to the shareholders (the “holder”, or “you”) of its common stock, par value $1.00 per share (the “Common Stock”), as described in the prospectus dated (the “Prospectus”). Holders of our Common Stock as of 5:00 p.m., Eastern Time, on August 17, 2020 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (each, a “Basic Subscription Right”) entitling holders of Common Stock to purchase a number of units (the “Units” and each, a “Unit”), equal to the number of shares of Common Stock held by that holder as of the record date; and the over-subscription privilege, which will be exercisable only if holder exercises his Basic Subscription Right in full and will entitle holder to purchase additional units for which other rights holders do not subscribe, subject to certain pro rata allocations and ownership limitations. Each Unit will consist of shares of Common Stock and a Series A warrant exercisable for shares of common stock at an exercise price of $ (the “Warrants” and each, a “Warrant”).
The Subscription Rights will be evidenced by non-transferable subscription rights certificates (the “Non-Transferable Subscription Rights Certificate”). The number of Basic Subscription Rights to which you are entitled is printed on the face of your Non-Transferable Subscription Rights Certificate.
Over-Subscription Privilege
If a holder purchases all of the Units available to it pursuant to its Basic Subscription Rights, it may also exercise an over-subscription privilege (the “Over-Subscription Privilege” collectively with the Basic Subscription Rights, the “Subscription Rights”) to purchase additional Units to the extent other rights holders do not exercise their basic rights in full (the “Unsubscribed Units”). Over Subscription Privilege will be allocated pro rata among rights holders who over-subscribe, based on the number of over-subscription Units for which the rights holders have subscribed. If you exercise fewer than all of your Basic Subscription Rights, however, you will not be entitled to purchase any additional Units pursuant to the Over-Subscription Privilege.
If you wish to exercise your Over Subscription Privilege, you should deliver a completed Non-Transferable Subscription Rights Certificate indicating the number of additional Units that you would like to purchase as well as the number of shares of Common Stock that you beneficially own without giving effect to any Units to be purchased in this rights offering and the required payment to the Subscription Agent by the expiration date or, if your shares of Common Stock are held in an account with a broker-dealer, trust company, bank or other nominee that qualifies as an Eligible Guarantor Institution deliver a notice of guaranteed delivery to the subscription agent by the expiration date. When you send in your Non-Transferable Subscription Rights Certificate, you must also send the full subscription price in cash, as provided herein, for the number of additional Units that you have requested to purchase (in addition to the payment in cash, as provided herein, due for Units purchased through your Basic Subscription Rights).
If the number of Units remaining after the exercise of all Subscription Rights is not sufficient to satisfy all requests for Units pursuant to Over-Subscription Privilege, we will allocate the Unsubscribed Units pro rata among rights holders who oversubscribe based on the number of over-subscription Units for which the rights holders have subscribed. The Subscription Agent will return any excess payments in the form in which made. To the extent your aggregate subscription payment for the actual number of unsubscribed units available to you pursuant to the over-subscription privilege is less than the amount actually paid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed units available to you, and any excess subscription payment will be promptly returned to you, without interest or deduction, after the expiration of this offering.