Form 425

Filed by Globe Specialty Metals, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Globe Specialty Metals, Inc.

Filer’s SEC File No.: 001-34420

Date: September 2, 2015



Globe Specialty Metals & Grupo FerroAtlántica

GSM Today and Our Transformational Next Step



Disclaimer and Forward Looking Statements

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed transaction, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Globe’s, Grupo Villar Mir’s, FerroAtlántica’s and VeloNewco’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict(s),” “will,” “expect(s),”

“estimate(s),” “project(s),” “positioned,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco’s ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of shareholder approval; regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule; Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco’s ability to meet expectations regarding the timing, completion and other aspects of the transaction; the possibility that the parties may be unable to successfully integrate Globe’s and

FerroAtlántica’s operations and that such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees may be difficult; the intense competition and expected increased competition in the future; the ability to adapt services to changes in technology or the marketplace; the ability to maintain and grow relationships with customers and clients; the historic cyclicality of the metals industry and the attendant swings in market price and demand; increases in energy costs and the effect on costs of production; disruptions in the supply of power; availability of raw materials or transportation; cost of raw material inputs and the ability to pass along those costs to customers; costs associated with labor disputes and stoppages; the ability to generate sufficient cash to service indebtedness; integration and development of prior and future acquisitions; VeloNewco’s ability to effectively implement strategic initiatives and actions taken to increase sales growth; VeloNewco’s ability to compete successfully; availability and cost of maintaining adequate levels of insurance; the ability to protect trade secrets or maintain their trademarks and other intellectual property; equipment failures, delays in deliveries or catastrophic loss at any of Globe’s, FerroAtlántica’s or VeloNewco’s manufacturing facilities; changes in laws protecting U.S. and Canadian companies from unfair foreign competition or the measures currently in place or expected to be imposed under those laws; compliance with, potential liability under, and risks related to environmental, health and safety laws and regulations (and changes in such laws and regulations, including their enforcement or interpretation); risks from international operations, such as foreign exchange, tariff, tax, inflation, increased costs, political risks and their ability to expand in certain international markets; ability to manage foreign operations; risks associated with the metals manufacturing and smelting activity; ability to manage price and operational risks including industrial accidents and natural disasters; ability to acquire or renew permits and approvals; potential loss due to immediate cancellations of service contracts; risks associated with potential unionization of employees or work stoppages that could adversely affect the parties’ operations; changes in general economic, business and political conditions, including changes in the financial markets; and exchange rate fluctuation. Additional information concerning these and other factors can be found in Globe’s filings with the Securities and Exchange Commission (“SEC”), including Globe’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the registration statement on Form F-4 filed by VeloNewco. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof and the parties undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction among Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco. In connection with the proposed transaction, VeloNewco has filed with the SEC a registration statement on Form F-4, which includes a proxy statement of Globe that also constitutes a prospectus of VeloNewco. Investors and security holders are urged to read the definitive proxy statement/prospectus, which was filed with the SEC by Globe on August 12, 2015, together with all other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. Investors and security holders are able to obtain the documents free of charge at the SEC’s website,, or for free from Globe by contacting the Corporate Secretary, Globe Specialty Metals, 600 Brickell Avenue, Suite 3100, Miami, FL 33131, telephone: 786-509-6900 (for documents filed with the SEC by Globe) or from Grupo Villar Mir by contacting Investor Relations, Torre Espacio, Paseo de la Castellana, 259 D 49a, 28046 Madrid, Spain, +34 91 556 7347 (for documents filed with the SEC by Grupo Villar Mir, FerroAtlantica or VeloNewco).

Participants in Solicitation

Globe, Grupo Villar Mir, FerroAtlántica and VeloNewco and their directors and executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the holders of Globe common stock with respect to the proposed transaction. Information about Globe’s directors and executive officers is set forth in the definitive proxy statement filed in connection with Globe’s 2014 annual meeting of shareholders, which was filed with the SEC on October 27, 2014. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement/prospectus regarding the proposed transaction, which was filed with the SEC on August 12, 2015. These documents may be obtained free of charge from the SEC’s website, or from Globe and Grupo Villar Mir using the contact information above.


This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.




GSM: Today (Pre-Combination)



GSM’s Core Business Principles

Grow through value enhancing acquisitions with well-defined investment criteria

Maintain our industry leading cost structure to ensure profitability through cycles

Ensure a well-defined business model and strategic purpose that is easily communicated to investors

Focus on profitability through asset concentration in products with attractive, fast growing end markets

Maintain a strong, flexible balance sheet — designed for growth

Focus on maximizing shareholder returns through revenue and earnings growth, dividend growth and timely share repurchases




GSM Today: A Leading North American Producer of Silicon Metal and

Silicon Alloys

A world leader in silicon metal and silicon alloys production

Serving key customers in the specialty chemical, aluminum, solar, steel and ductile iron foundry industries

Diversified production base with 11 facilities and three mines in six countries – U.S., Canada, Argentina, Poland, China and South Africa

22 furnaces with installed power of 518 MW and capabilities to produce more than 350,0001 tons/year of silicon metal and silicon alloys

Mining locations in U.S. and Canada

Key Financials:

LTM 6/30/2015 Revenue of $801mm and LTM 6/30/2015 EBITDA of $143mm

Current Headquarters:

Miami, Florida, United States

Revenue by Product2


11 %


Alloys Silicon Metal

33 % 56 %

Revenue by Geography2

Europe Asia

Latin 4 % 1 %


3 %



91 %

Source: GSM management.

1 Includes tonnage from joint venture with Dow Corning

2 For the fiscal year ended June 30, 2015.




A Strong History of Growth through Acquisition and Optimization of the Portfolio


2004 Business

2006 2010

Alan Kestenbaum 2012 2014 Combination

Acquisiton of Mendoza and Acquisiton of

acquired GMI in 2004, Acquisiton of Acquisiton of

San Luis, Argentina Core Metals, AL with

including Selma, AL, Becancour, Siltech,

Niagara, NY, and 2009 and MPM, IN Canada South Africa Ferro-Atlántica

Beverly, OH facilities 2007 Listing of $ 2.8

Acquisiton of Globe

Specialty 2011

Camargo, Brazil

Metals on Acquisiton

2008 NASDAQ of Alden, KY


Acquisiton of Alloy, Acquisiton of 2009

WV, Alabama Sand Yonvey, China Divestiture of

Camargo and

& Gravel, AL, and 49% of Alloy $ 1.4 $ 1.0 1

Alloy Power

2005 $ 1.0

Divestiture of Alloy $ 0.7


2004 2009 2011 2013 2015

Market Capitalization (US$bn)

GSM Today2 Pro Forma


CY Revenue (US$mm) $ 372 $ 674 $ 755 $ 801 $ 2,403

CY Adjusted EBITDA (US$mm) $ 48 $ 135 $ 105 $ 143 $ 325

Multiple of Net

Acquisition Price $404 Total Replacement Cost Investment

Estimated Total Divestiture Price(295) less Divestitures $2,000 18.3x

Replacement Cost $2,300 Total Net Investment: 109 Total Enterprise Value Today (GSM) $1,075 9.9x

1 As of August 31, 2015.

Note: Management estimates using replacement value of $90M for a

2 LTM as of June 30, 2015.

standard sized furnace, including related infrastructure costs

3 Pro forma combined revenue and Adjusted EBITDA; LTM 3/31/15 stats for FerroAtlantica




GSM Maintains a Key Advantage in the Global Silicon Metals Landscape: Vertical Integration

Mining Operations

Alabama Quartz


Alden (Kentucky,


Tennessee) Coal


Multiple facilities

6+ Tons of 1 Ton of

Power Silicon

Raw Materials

(45% of Costs)

(25% of Costs)

Raw materials an important differentiator — GSM is vertically integrated Maintain our industry leading cost structure to ensure profitability through cycles Just-in-time delivery of raw materials keeps working capital low; close proximity to plants

U.S. Energy revolution to reduce energy costs




II. Combination with FerroAtlantica — The Transformational Next Step



Grupo Villar Mir


Grupo Villar Mir, SAU is one of the largest privately-owned European industrial groups

Founded in 1987 by Juan Miguel Villar Mir

100% owned through direct and indirect participations by the Villar Mir Family

Group Businesses


“Grupo Villar Mir has a successful track record of supporting great businesses and we look forward to our role as a long-term, value-driven shareholder in the combined company [GFAT + GSM].”

- Juan Miguel Villar Mir GFAT & GSM Merger Announcement 23-Feb-2015

Acquired in 1992, FerroAtlántica

100% owned by Grupo Villar Mir

Leading global producer of silicon metal and ferroalloys

Operates two divisions: (i) electrometallurgy and (ii) energy, which includes the hydroelectric plants; has mining locations in Spain, Venezuela and South Africa

15 plants in 5 countries (5 in Spain, 6 in France, 2 in South Africa, 1 in Venezuela and 1 in China) and 210MW of hydropower plants in Spain and France

The OHL Group is a concession and construction international group with presence in 30 countries across five continents

OHL gets the name after the merger of three different companies; Obrascon, Huarte and Lain

The Group is currently composed of five divisions: infrastructure concessions, construction, industrial construction, services and development

Although most of the revenues still come from construction, most of the EBITDA of OHL Group comes from the infrastructure concession business


World leader in Toll Roads with 28 concessions 7,500 km under management

18.9% owned by Grupo Villar Mir

The World’s most diversified operator with presence in 12 countries and 60% of EBITDA generated outside of Spain

European leader in Telecom Infrastructure, broadcast and Cell Phone Towers, and controlling Shareholder in Hispasat

Acquired in 1995, Fertiberia is the leading fertilizer producer in the European Union and the Mediterranean basin, and one of the main operators in the ammonia and derivatives market

99.8% owned by Grupo Villar Mir

10 plants in three countries (5 in Spain, 2 in Algeria and 3 in Portugal)

VM Energia is electricity and gas trading company that supplies 4,600 Million KWh to 26,827 sites and represents 1,953 MW of renewable energy Manages the production of GFAT

Leader managing the Interconnection between Spain and France

Acquired in 2014, is the leading property company of the Euro zone prime office rental sector 24.4% owned by Grupo Villar Mir 51 operative rental assets located in Spain(32 assets) and Paris (through its 53.1% stake in SFL 19 assets) with total surface above ground: 725,341 sqm

Old War Office (London, UK) to accommodate a five-star hotel and exclusive annexed apartments at the former headquarters of Sir Winston Churchill Canalejas Project (Madrid, Spain) is a high-quality mixed-use development,

covering seven historic buildings in Madrid’s city center

Torre Espacio (Madrid, Spain) 235 m building, where the headquarters of the Group and main companies are located.

Leading high quality Real Estate developers in Spain




FerroAtlántica Today: A Leading International Producer of Silicon Metal,

Silicon-based Alloys and Manganese Alloys

A leading global producer of silicon metal, silicon-based alloys and manganese alloys

A leading independent Spanish producer of hydroelectric energy

Two major business lines:

15 production centers: Spain (5), France (6), Venezuela (1), South Africa (2), China (1)

46 furnaces with installed power of 1,024 MW; produces more than 1mm tons/year of ferroalloys

Mining locations in Spain, France, Venezuela and South Africa

Additional solar silicon metal production capabilities

14 total hydroelectric plants: Spain (12) and France (2)

Total installed capacity of 210 MW; average annual production of 650mm KWh

Key Financials: LTM 3/30/15 €mm $mm1

Revenue 1,141 1,602

EBITDA 149 182


Currently 100% owned by Grupo Villar Mir, one of Spain’s largest private companies

Current Headquarters:

Madrid, Spain

Revenue by Product




2% Other



5% Silicon Metal



6% Ferrosilicon





Revenue by Geography




19% Spain -


South Korea 5%

1% Rest of EU Germany

Italy 17% 14%



South Africa 10%


France UK

4% 5%

Source: FerroAtlántica management information and financial reports.

1 Converted at 1Q2015 average USD / EUR exchange rate of 1.1283; 4Q2014 average of 1.2155;

3Q2014 average of 1.2685; and 2Q2014 average of 1.3645 9



Combination Creates a New International Leader in Silicon and Specialty


A compelling value proposition for GSM shareholders

6 Significant Growth Potential

Entrepreneurial culture with strong M&A and operational track record

1 Global Producer

A leader in silicon metal and ferroalloys

Enhanced Platform

Diversified low-cost international platform with increased scale

Optimization potential through vertically integrated business model, bolstered by new energy platform

5 Strong Financial Position

Strong balance sheet and cash flow to support continued growth and innovation, driving future shareholder returns

4 Growing Demand

Auto, solar, consumer products (silicones), construction and energy

3 Significant Value Creation

Substantial operating and financial synergies

Transaction expected to be accretive to

GSM EPS in year one




1,2 A Combination of Industry Leaders

Highly Complementary Business Profile, Management Style and Growth Strategy

Built and run by entrepreneurs Focus on vertical integration

Long history of disciplined acquisitions Advantaged cost structure

and successful integrations

Emphasis on balance sheet strength

Low-cost producer

Pro-forma combined revenues of ~$2.4 billion and pro-forma EBITDA of ~$325 million



15 11 26



6 3 9


Countries 5 6 9

Pro Forma Revenue Pro Forma Silicon Revenue

by Geography1 by End Market1

Asia Electronics 2%

2% Solar/ Other 1%

RoW Semiconductor

9% 11%


America Aluminum

42% 45%

Europe Chemical

41 For the year ended December 31, 2014.

7% 42%




Geographies Align to Create Global Leader in Silicon Metal & Alloys —


Internationalization of Cost Structure

2 écancour, Canada

Silicon JV 45,000 mt

GSM 51% or 23,000 mt

Dow Corning 49% 22,000 mt

3 a Malbaie, Quebec

Quartz Mine

4 Niagara Falls, NY

con 27,000 mt

5 everly, OH

rosilicon and

Foundry Alloys 52,000 mt

Silicon 25,000 mt

or Ferrosilicon 40,000 mt

6 Alloy, WV

Silicon JV 72,000 mt

GSM 51% or 36,700 mt

Dow Corning 49% 35,300 mt

7 orbin, KY (Alden Resources)

Specialty Coal &

Preparation Plant 2.5 mil tons

8 Aurora, IN

uorspar 65,000 mt

9 illingsley, AL

Quartz Mine

10 ridgeport, AL

rosilicon 35,000 mt

11 elma, AL

on 24,000 mt

12 Mendoza, Argentina

Calcium Silicon,

Foundry Alloys 21,000 mt

Cored Wire 24 mil meters

13 rgentina

droelectric Power 12 MW

24 ydro Plants, France

2 plants with 20MW combined



London, UK 1 7


5 24


8 5 21



11 230 dro Plants, Spain

12 plants with 192MW combined





19 errabal, Spain

Quartz Mine

14 New Castle, South Africa 20 onia, Spain

osilicon 45,000 mt

Quartz Mine

15 olice, Poland 21 pain

Cored Wire 8 mil meters Mina Conchitina

16 hizuishan, Ningxia Hui, 22 enezuela

na (“Yonvey”)

Quartz Mine

Carbon Electrodes 12,000 mt

2 Boo, Spain

ro Manganese 57,000 mt

Silicomanganese 115,000 tons

3 Cee, Spain

Ferrosilicon 18,000 mt

Ferro Manganese 55,000 mt

16 Silicomanganese 37,000 mt

4 Dumbria, Spain

Ferrosilicon 61,000 mt


5 Sabon, Spain

12 audun, France

Silicon 40,000 mt

Silicon 23,000 mt

Ferrosilicon 35,000 mt

6 Monzon, Spain

13 olokwane, South Africa Ferro Manganese 80,000 mt

Silicon / Quartz Mine 55,000 mt Silicomanganese 80,000 mt

14 and Carbide, South Africa 7 Pierrefitte, France

Silicon 12,000 mt culants 14,000 mt

Ferrosilicon 40,000 mt

Inoculants 10,000 mt 8 Anglefort, France

15 enezuela Silicon 35,000 mt

osilicon 96,000 mt

Ferro Manganese 21,000 mt 9 Les Clavaux, France

Silicomanganese 22,000 mt on 35,000 mt

16 angshi, China 10 Montricher, France

Silicon 36,000 mt

Silicon 33,000 mt

17 amQuarz, South Africa

SamQuarz mine 11 hateau Feuillet, France

Silicon 23,000 mt

18 smeralda, Spain Inoculants 20,000 mt

Mina Esmeralda Calcium Silicide 15,000 mt

Globe Operations FerroAtlántica Operations

Combined Company Headquarters Overlapping Countries 12



1,2 Strategic Benefits for Combined Group

Key Strategic Benefits

SiM FeSi SiMn FeMn MgFeSi CaSi Innoculants Fume Energy Coal



Cost Position & Raw Materials

Operational Expertise

Optimization of product flows enables faster delivery times and improved customer service Enhanced ability to serve international customers with combined global platform Diversified customers across various end markets

Combination of two low-cost producers drives profitability through cycle Scale enhances access to, and procurement of, key raw materials Broader currency exposure flattens cost volatility

Combination of best-in-class engineering and operational expertise will drive synergies

Sharing of technological and operational “know-how” and best practices

Increased efficiencies and lower cost of production across combined assets Research and development; solar applications for silicon products




3 Value Creation #1:

Creating Significant Value for GSM Shareholders — Operational & Financial Synergy Potential

SG&A / Overhead

Platform A Optimization

Best Practices Efficiencies1

+B Financial Synergies


+C Capital Release

Consolidation of management functions

Elimination of regional offices and redundancies Reduction in R&D

Improved furnace operations resulting in higher output Optimized production to better service customers Cross-selling opportunities

Furnace maintenance and improvements to maximize yield Procurement/raw material integration Electrode technology and procurement savings

By-product recovery process

Tax savings

Refinancing of existing debt

Pay-down of debt from release of working capital

Improved inventory and raw materials management





Aggregate 3-

Year Benefit:


Cost Synergies Generating Incremental


(TEV/EBITDA Multiple)

Financial Synergies Generating Incremental

Net Income

(P/E Multiple)


Cash Flow

Source: GSM and FerroAtlántica management estimates.

1 Includes raw material integration, electrode technology, by-products recovery process, research and development and laboratory technology.




Value Creation #2:


Significant Operating Leverage to Price and Costs

Overview of Currency Exposure

Prices $ $ / €

Costs $ €

Historical USD / EUR Foreign Exchange Rate





1.10 1.14




Aug-2013 Dec-2013 Apr-2014 Aug-2014 Dec-2014 Apr-2015 Aug-2015

Source: Bloomberg. Market data as of 21-Aug-2015




3 Value Creation #3:

Well Positioned for Continued Growth

Global platform and strong balance sheet provides significant dry powder to pursue bolt-on acquisitions to our existing business and build-up the platform

Continued distress in the broader markets provide opportunities to acquire strategic mining and processing assets — track record of positioning ourselves for follow-on accretive acquisition opportunities during market downturns

Positions the combined company to opportunistically grow the downstream platform further




4 Silicon Metal And Silicon-Based Alloy Prices have Proven More

Resilient than Other Industrial Commodities…





Value 80%


Indexed 70%







Aug-2014 Oct-2014 Jan-2015 Mar-2015 Jun-2015 Aug-2015

Silicon Oil Iron Ore Aluminum Steel (HRC) Nickel

Source: Bloomberg. Market data as of 21-Aug-2015




4 supported by Favorable Trends and Stable Growth in Key End Markets

North American Light Vehicle Aluminum

Content as a Percent of Curb Weight1 Consumer Goods

14.0% 13.0% Global GDP Growth Silicone End Uses

3.3 % 3.2 % 12.0% 10.4%

2.7 % 10.0% 8.8%


7.8% Pounds

8.0% 7.1% 6.9%



6.0% Pounds 343


.9% Pounds


2.0% 2.1%

2.0% Approx. 10kg of silicon metal per car

0.0% 2015E 2016E 2017E

1970 1975 1980 1985 1990 1995 2000 2005 2010 2015E 2020E

Global Solar Demand Global Stainless Steel Consumption (Mt)

GW on (Kt) 120 500 1,2 2,000 110 200 1,100

100 ,000 43.0 41.1

90 900 39.4 37.7

80 800 35.1 36.2 34.3

70 Growth driven by 700

60 600 megatrends

50 500

40? Availability of energy 400 30 related financing 300

20? Battery + storage 200

10? YieldCo conversions 100

2008 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E 2014 2015E 2016E 2017E 2018E 2019E 2020E PV Demand Silicon

Source: Ducker Worldwide, Wall Street Research, CRU, Photon Consulting, GTM Research, EPIA, HIS, GSM Analysis, WSJ, and the World Bank 1Based on 3,6000 lbs of curb weight




4 and Globe’s Production of Specialty Metals and Alloys

Automotive Consumer Goods

Specialty Metals and Alloys

Specialty Steel Military / Defense




5 Leading to Higher Margins Relative to Peers and…

LTM Gross Margin %

28.6 %

20.2 %

18.7 % 18.6 % 18.3 %

14.3 %

9.5 %

Dynamic Materials Globe Materion Haynes Kaiser Carpenter Allegheny


17.9 %

13.3 %

11.8 % 11.7 % 9.8 %

7.4 %

7.3 %

Globe Haynes Carpenter Kaiser Dynamic Materials Allegheny Materion

Source: Bloomberg. Market data as of 21-Aug-2015




5 And Stronger Financial Performance Relative to Peers

GSM vs. Specialty Metals Peers

LTM LTM ROIC Net Debt / YoY Sales LTM Adj. LTM Gross Capacity

Inventory Total Assets Growth EBITDA Margin % Utilization

Turnover Margin

GSM vs. Other Metals Peers

LTM LTM ROIC Net Debt / YoY Sales LTM Adj. LTM Gross Capacity

Inventory Total Assets Growth EBITDA Margin % Utilization

Turnover Margin

Source: Bloomberg

Note: Specialty Metals Peers include GrafTech, Haynes International, Allegheny Technologies, Carpenter Technology, Dynamic Materials and RTI International

Other Metals Peers include Century Aluminum, Cliffs Natural Resources, Kaiser Aluminum, Worthington Industries, Steel Dynamics, Alcoa, AK Steel, Commercial Metals, and Materion.

ROIC defined as Adj. EBIT x (1-Tax) / (Net debt + Shareholders’ equity); blue bar represents Globe’s relative performance to its peer group.

LTM as of June 30, 2015.




5 Strong Balance Sheet to Fund Opportunities

Combined —

Pro Forma for the



Net Debt $474mm1 $(20)mm $373mm4

Net Working Capital $ 580mm2 $111mm $691mm

LTM EBITDA $ 191mm3 $143mm $389mm5

Net Leverage Metric

Net Debt / LTM EBITDA 2.6x NM < 1.0x6

Notes: Balances shown for Globe are as of June 30, 2015 from the 10K Annual Report

1 Net debt balance shown for FerroAtlántica as of December 31, 2014 per the F-4 filing in USD

2 Net working capital calculated as inventory plus accounts receivables less accounts payables; balances shown for FerroAtlántica are as of December 31, 2014 per the F-4 filing in USD

3 Based on financials for the Electrometallurgy and Energy Divisions (incl. trading and hydroelectric facilities) from the quarterly Grupo Villar Mir Group Performance updates (1Q15, 4Q14, 3Q14, 2Q14)

4 Based on maximum FerroAtlántica closing net debt balance of €351mm per Business Combination Agreement, converted at F/X rate of 1.1184

5 Combined LTM EBITDA Includes $55mm in first year synergies

6 Based on combined LTM EBITDA including $55mm of first year synergies




5 Benefits from Working Capital Velocity —

Significant Opportunity to Release Cash


Accounts Receivable $297mm $55mm

Inventory $439mm $120mm

Accounts Payable $156mm $64mm

Selected Working Capital Ratios

Days Sales Outstanding 74 25

Inventory Turns 2.0 5.4

Days Payable Outstanding 64 36

Note: Balances shown for FerroAtlántica are as of December 31, 2014 per the F-4 filing in USD, except where noted. Balances shown for Globe are as of June 30, 2015 from the 10K Annual Report.




5 FerroAtlántica’s Energy Division Provides a Key Advantage and

Additional Profit Center/Opportunity to Unlock Value

Key Characteristics

Largest independent hydroelectric power producer in Spain and France, with an installed capacity totaling c.210MW

– Average annual output of 600 GWh

19MW of new hydro power currently under construction in Spain

– Production will commence during 1Q 2016 Energy Division provides a power hedge and profit center

Key Statistics1

Revenue $46mm

Key Financials

EBITDA $25mm

Power Plants

FerroAtlántica (148 MW installed) Hidro Nitro (44 MW installed) FerroPem (20 MW installed)

FerroAtlántica Plant Location Capacity Plant Location Capacity Plant Location Capacity

1 4 A Coruña

6 Castrelo 28.7 Huesca 13 St.Béron St.Béron 13.7

1 Barasona 22.1

2 7 (Castrelo) 8

3 (Graus)

5 Hidro Nitro FerroPem

Puente A Coruña

8 10 2 2.7 14 Villalongue Pierrefite 6.0 Olveira (Castrelo)

14 13 Huesca

9 12 11 9 El Ciego 2.7 A Coruña (Estada)

3 Carantoña 5.0 (Pasarela)


Santa A Coruña 10 Arias I (Somontano 6.4

4 49.1 de Barbastro) Eugenia I (Ezaro)

Huesca A Coruña

5 Fervenza 3.6 11 Arias II (Somontano 6.4

(A Reboira) de Barbastro) Santa A Coruña

6 49.1 Huesca Eugenia II (Ezaro)

12 Ariéstolas (Somontano 6.1 de Barbastro) A Coruña

7 Novo Pindo 9.8 (Ezaro)

Note: Energy division includes the hydro power assets and the gas and electricity trading arm of Grupo Villar Mir.

1 Assumes historical average 1.2690 USD / EUR FX rate for revenue and EBITDA conversions, and 1.07 USD / EUR FX rate for balance sheet conversions. Key Financials are based on last twelve months as of March 31, 2015. Balance Sheet figures are as of March 31, 2015.




5 FerroAtlantica’s Energy Division Provides a Key Advantage and

Additional Profit Center / Unlocking of Value

Hydroelectric Facilities plants sell purchase power into power from grid grid

Owned hydroelectric plants Ability to manage the difference Proprietary technology allows provide flexibility between buying off the grid and for interruption at facilities All hydroelectric plants can then selling power at rates Can immediately shut down regulate flows — build up water better than what facilities could production during peak hours levels in reservoirs during purchase and restart during cheaper period of low power prices Internal power trading platform power periods Release water for power manages flows generation during higher power pricing periods and sell to the grid

Energy Division provides a power hedge and profit center (EBITDA of $25 million1)

Source: FerroAtlántica management information and financial reports.

1 EBITDA of €20mm for LTM 3/31/15 converted at Converted at 1Q2015 average USD / EUR exchange rate of 1.1283; 4Q2014 average of 1.2155; 3Q2014 average of 1.2685; and 2Q2014 average of 1.3645




6 Strong Track Record of Growth During Market Downturns —

Uniquely Positioned to Capitalize on Growth Opportunities

Previous Previous Current

1,710 Investment Period Investment Period Investment Period

Acquired GMI, Acquisition of Acquisitions of Acquisition of

1,520 including Selma, AL, Mendoza and San Yonvey, China; Core Siltech, South Africa

Niagara, NY, and Luis, Argentina; and Metals, AL; MPM, IN;

Beverly, OH facilities Camargo, Brazil Alden, KY1;

Becancour, Canada2

1,330 Subsequent


acquisitions of Alloy, Agreement with

WV, Alabama Sand & FerroAtlántica

1,140 Gravel, AL, and Alloy




570 Acquired FerroVen,

Rocas Arcillas y

Minerales, Pechiney


380 (FerroPem and Silicon


190 Acquired SamQuartz, South

Acquired Rand


Carbide , South Africa

0 and Mangshi, China

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

S&P / TSX Composite Index Metals & Mining

Source: Bloomberg. Market data as of 21-Aug-2015

1 Initial discussions commenced in 3Q10; acquisition announced 2Q11

2 Initial discussions commended 4Q11; DIP financing in Jan. 2012; acquisition announced Apr. 2012




Compelling Value Proposition for GSM Shareholders

Global Producer

Enhanced Platform

Significant Value Creation

Growth Potential

Strong Financials

Positions combined company as a leading international producer of silicon metal with c.$2.4bn in revenues and pro forma leverage of <1.0x1

Enhanced product offering and diversified production base with broader geographic reach

Optimized vertical integration with high quality raw materials to generate substantial operating and financial synergies Transaction expected to be accretive to GSM earnings per share from year one post completion

Strategically positioned to benefit from fast-growing end markets, and financial structure to deliver further growth

Improved cash generation — supports shareholder friendly policies

1 Based on LTM EBITDA, and year 1 synergies.




Transaction Update – On Track for Q4 Close

Recent Developments:

F-4 effective as of August 12th

Initial integration planning:

Site visits to FerroAtlántica plants

Site visits to GSM plants

Financial reporting integration planning meetings

DoJ review pending, other regulatory approvals received

Shareholder Meeting currently scheduled for September 10th







FerroAtlántica: Key Facts


A global leader in silicon metal production

Financials: Revenue €1,103mm ($1,556mm), EBITDA

€129mm ($157mm)1

15 production centers: Spain (5), France (6), Venezuela (1),

South Africa (2), China (1)

46 furnaces: total installed power of 1,024 MW

Production capacity exceeds 1 million tons/year

– SiM (290,000 tons/year)

– SiMn (250,000 tons/year)

– FeMn (210,000 tons/year)

– FeSi (250,000 tons/year)

– MgFeSi / Inoculants (44,000 tons/year)

– CaSi (15,000 tons/year)

Annually, produces 171,000 tons of Microsilica

and 42,000 tons of Söderberg Paste

Research and development production of

photovoltaic-grade Silicon Metal


A leading independent hydroelectric energy producer in Spain

Financials: Revenue €46mm ($38mm), EBITDA €25mm


Also maintains presence in France

Operates 14 hydroelectric plants in Spain and France

— 7 in Galicia, on Rivers Xallas and Grande

— 5 in Aragón, on Rivers Cinca and Esera

— 2 in French locations of Saint-Béron and Villelongue

Total installed capacity: 210 MW

Annual average production: 650 million KWh

Two reservoirs with combined capacity of 120 million m3

1 Converted at 1Q2015 average USD / EUR exchange rate of 1.1283; 4Q2014 average of 1.2155; 3Q2014 average of 1.2685; and 2Q2014 average of 1.3645 .




Global Silicon Consumption to Grow by ~6% Per Annum

2005-2014 CAGR:5%

2015e-2019e cagr:6%


3,000 2,500 2,000 1,500 1,000 500


2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E

Source: CRU




Silicon End Uses

Silicones (50% Of Silicon Metal Consumption)

750,000 tons consumed by silicones industry

GDP + 4% growth – NA silicones facilities running at full capacity

Weather Stripping Dashboard


Tires Coatings

Grout Sealants

Caulking Shampoo Cosmetics


Note: % of sales figures represent industry estimates of western world consumption, For additional detail on silicones end markets, visit




Silicon End Uses

Aluminum (40% of Silicon Metal Consumption)

Silicon metal required in aluminum as a strengthener and alloying agent to improve castability and minimize shrinking and cracking Significant growth expected in silicon-intensive aluminum wheels to meet EPA regulations for the trucking industry (aluminum wheels average 7.5% silicon content by weight) Aluminum provides a lighter weight alternative to steel Aluminum demand has increased at a 5%+ CAGR for the past 20 years

Global Primary Aluminum Demand

(000s tons)

55,000 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000


2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014E2015E

North American Light Vehicle Aluminum Content as a Percent of Curb Weight






8.8% ~500

7.8% Pounds

8.0% 7.1%


6.4% 343



77 4.5%


3.9% 4.0% 2.1% 2.0%

Approx. 10kg of silicon metal per car



1970 1975 1980 1985 1990 1995 2000 2005 2010 2015E 2020E

Source: Bloomberg and Street research Source: Ducker Worldwide

Note: Based on 3,600 lbs of curb weight




Silicon End Uses

Solar (10% of Silicon Metal Consumption)

Continued decreases in solar wafer and module prices stimulating demand and taking market share away from thin film makers (e.g. Solyndra) Global solar related silicon demand to double, exceeding 700,000 tons by 2016 Projections have been consistently beaten by actual growth

Global Solar Demand 2008 Projections vs. 2012 Projections

MW Silicon Tons

70,000 800,000

700,000 60,000

50,000 600,000 500,000 40,000 400,000 30,000 300,000

20,000 200,000 10,000 100,000

0 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

2008 Estimates (Photon) Actual MW Actual Silicon (tons) 2012 Estimates MW 2012 Estimates Silicon (Tons)

Source: Credit Suisse, CRU, Photon Consulting, GTM Research, EPIA, HIS, GSM Analysis, and WSJ

Solar Installation

Solar Panel

Solar Cell Wafer Polysilicon Silicon




Silicon End Uses


Silane gas is an essential material used in the production of semi-conductors and LCD display panels

The three strongest demand areas for semiconductors will be NAND flash, logic application specific integrated circuits, and microprocessors

NAND and ASIC demand will be driven by media tablets and smartphones

Microprocessor growth will be driven by demand for computers, tablets, and smart phone devices

Semiconductor Revenue ($ in Bn) $400

$350 $300 $250


2011 2012 2013 2014 2015 2016

Source: IHS




Silicon End Uses

New Applications & Products

Example: Silicon Anode Lithium-ion Battery

Greater energy storage capabilities

Allows for smaller sizes batteries for electronic devices and electric cars Energy storage for renewable energy sources




Silicon Alloys End Uses

Steel (Electrical Steel)

Technical expertise Just-in-time delivery


Ferrosilicon Calcium Silicon


Used in the manufacture of high grade steel Produces lump, powder and cored wire forms

Commodity Specialty

Used in production of carbon steels, stainless steels and other steel alloys

High grade specifications Requires technical know-how Product/Market: electrical steel and motor laminates (auto)




Silicon Alloys End Uses

Foundry Products


Magnesium Ferrosilicon (MgFeSi)

Ductile Iron Castings

Used in applications where strength and formability are required

Automotive components

Ductile Iron Pipe

Water transmission



Manganese Alloys and FeSi at a Glance

Ferroalloys are an essential input for the steel industry

Ferroalloys are alloys of iron that contain a significant amount of one or more other non ferrous elements, such as manganese, silicon and chromium Manganese ferroalloys are used to increase the strength and elasticity of steel The evolution of the steel demand is the primary driver of manganese ferroalloy demand ? c.10 kg of Mn alloys are required to enhance a ton of steel

Over 90% of the world’s manganese ferroalloy production is used for steel production



>90% <10%

Feedstock for

Ferroalloys Other


>90% <10%

Steel Other




Total Ferroalloys Demand

Surface critical flat steel Stainless steel, carbon

products steel, and various other

Some long products steel alloys

Examples Examples

Consumer appliances

Standard Steel Pipes

API(a) tube and pipe; rails

Specialty Steel Ductile iron

Automotive body sheet

FeMn 24% FeSi 31%


Total demand 2013: 25.7 mt

SiMn 45%

Long steel products Non-surface critical flat products


Construction steels Unexposed car parts

Note: FeMn includes HC FeMn and refined FeMn; FeSi on contained Si basis (a) American Petroleum Institute Source: CRU, CPM, K.Fowkes, Hatch, Macquarie Research