EXHIBIT 99.1
[LOGO OMITTED] MILACRON
========================== NEWS RELEASE
Manufacturing Technologies
Contact: Al Beaupre (513) 487-5918
Milacron Announces Refinancing
To Repay Maturing Bonds and Bank Debt
CINCINNATI, OHIO, March 12, 2004...Milacron Inc. (NYSE: MZ), a leading
supplier of plastics processing equipment and supplies and industrial fluids,
announced today it has reached a definitive agreement whereby Glencore Finance
AG and Mizuho International plc are jointly providing Milacron with $100
million in new capital in the form of convertible securities. This new
capital, together with existing cash balances, will be used to repay the
company's $115 million outstanding senior U.S. notes due March 15, 2004.
Milacron has also reached a separate agreement with Credit Suisse First Boston
for a $140 million credit facility having a term of approximately one year to
refinance existing facilities and provide additional liquidity. At close,
extensions of credit under the facility in an aggregate amount of $84 million
were utilized to refinance the company's existing revolving bank credit
facility and its existing receivables purchase program.
"We believe this infusion of capital will better position Milacron to benefit
from a sustained economic recovery and will enable the company to realize its
full potential as a leading global supplier of plastics-processing
technologies and industrial fluids," said Ronald D. Brown, chairman, president
and chief executive officer. "After careful consideration of proposed
alternatives, we believe this refinancing plan represents the best solution
for Milacron and our investors, creditors, employees, customers, suppliers and
distributors. With a reinvigorated capital structure, we expect Milacron to be
a financially stronger company with greater flexibility to refinance our
(euro)115 million bonds due in April 2005."
Glencore and Mizuho will initially purchase $100 million of exchangeable debt,
$30 million of which will be convertible into Milacron common stock at the
option of the holders without shareholder approval, in reliance on an
exception to the New York Stock Exchange's shareholder approval policy
available if securing such approval would seriously jeopardize the financial
viability of the enterprise. Upon receipt of shareholder approval of both the
authorization of additional shares of Milacron common stock and the issuance
of preferred stock convertible into such common stock, the interest rate on
all outstanding exchangeable debt shall be 6% per annum, applied retroactively
to the date of closing. As soon thereafter as a condition relating to the
refinancing of Milacron's (euro) 115 million bonds due in April 2005 is
satisfied
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or waived, all exchangeable debt and any common stock held by Mizuho and
Glencore will automatically be exchanged for convertible preferred stock with
a 6% cumulative dividend rate. Upon issuance of all the convertible preferred
stock, Glencore and Mizuho would together own approximately between 40% and
60% of Milacron's fully diluted equity, depending on whether Milacron
exercises an option to conduct a rights offering to its existing shareholders.
After seven years, the convertible preferred stock would automatically be
converted into common stock but may be converted prior to that time at the
option of the holders. If shareholder approval is not obtained, the debt
issued to Mizuho and Glencore will remain outstanding with an initial interest
rate of 20%, increasing to 24% over time, and will be in default, and any
common stock into which a portion of such debt had previously been converted
will be exchanged for shares of the company's currently authorized, but
unissued, serial preference stock with a liquidation preference equal to $2.00
per share of common stock exchanged.
The new $140 million credit facility provided by Credit Suisse First Boston
does not require shareholder approval and consists of a $65 million revolving
facility, with a $25 million subfacility for letters of credit, and a $75
million term loan facility. The entire credit facility is secured by first
priority liens on substantially all assets of Milacron and its domestic
subsidiaries and includes pledges of stock of various domestic subsidiaries
and certain foreign subsidiaries. Availability under the revolving facility is
limited by a borrowing base calculated based upon specified percentages of
eligible receivables and eligible inventory, a $10 million minimum
availability covenant (resulting in aggregate availability of no more than $55
million) and other reserve requirements. Following the closing, additional
availability under the revolving facility was approximately $20 million, after
taking into account the minimum availability and existing reserve
requirements. After giving effect to the termination of the existing revolving
bank credit facility and the accounts receivable liquidity facility and
repayment of the senior U.S. notes, Milacron's current cash balance is
expected to be approximately $60 million.
Milacron's agreements with Credit Suisse First Boston and with Glencore and
Mizuho will be filed with the Securities and Exchange Commission ("SEC").
To seek shareholder approval authorizing additional shares of common stock of
the company and the issuance of new preferred stock convertible into such
common stock, Milacron will file with the SEC as soon as practicable a proxy
statement, in which further details of the refinancing plan will be described.
Investors and security holders of Milacron are urged to read the proxy
statement when it becomes available regarding the authorization of additional
shares of common stock of the company and the issuance of new preferred stock
convertible into such common stock for which shareholder approval will be
sought. The proxy statement will contain important information about the
refinancing plan. A definitive proxy statement will be sent to the
shareholders of Milacron. Investors and security holders may obtain a free
copy of the definitive proxy statement, when it becomes available, and other
documents filed with, or furnished to, the SEC by Milacron at the SEC's web
site at www.sec.gov. The definitive proxy statement and other documents may
also be obtained for free by directing a request to: Milacron Inc., 2090
Florence Ave., Cincinnati, OH 45206; (513) 487-5000; www.milacron.com.
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Certain Information Concerning Participants: Investors may obtain a list of
the names, affiliations and interests of participants in the solicitation of
proxies from the shareholders of Milacron to approve the authorization of
additional shares of common stock of the company and the issuance of new
preferred stock convertible into such common stock as part of the refinancing
plan described in this press release by directing a written request to the
following address: Milacron Inc., 2090 Florence Ave., Cincinnati, OH 45206.
The forward-looking statements above by their nature involve risks and
uncertainties that could significantly impact operations, markets, products
and expected results. For further information please refer to the Cautionary
Statement included in the company's most recent Form 10-Q on file with the
Securities and Exchange Commission.
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First incorporated in 1884, Milacron (NYSE: MZ) is a leading global supplier
of plastics-processing technologies and industrial fluids. With 2003
consolidated sales of $740 million, the company employs 3,500 people and
operates major manufacturing facilities in North America, Europe and Asia.
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