fltunes
3年前
Major Alpha Lithium Shareholder Opposes Price and Structure of Tecpetrol Hostile Bid
BY GlobeNewswire
— 3:05 AM ET 06/26/2023
VANCOUVER, British Columbia, June 26, 2023 (GLOBE NEWSWIRE) -- Kyle Stevenson, a strategic advisor and major shareholder of Alpha Lithium Corp. (APHLF) (German WKN: A3CUW1), issues an open letter to his fellow shareholders declaring his opposition to the price and structure of Tecpetrol Investments S.L.’s hostile bid.
The full text of the letter is included below:
To my fellow shareholders,
My name is Kyle Stevenson. I currently own 9,200,000 common shares of Alpha and securities convertible to acquire 1,300,000 additional shares of Alpha. To the best of my knowledge, I am the single largest shareholder of Alpha Lithium (APHLF).
I have been heavily involved in the Argentine lithium exploration and development industry since 2016, when I became President, CEO and a director of Millennial Lithium Corp. We developed the Pastos Grandes lithium brine project in Argentina, approximately 70 kilometers northeast of Alpha’s Tolillar project. We sold Millennial to Lithium Americas Corp. in 2022, in a transaction valuing Millennial at approximately C$491,000,000. This experience gave me considerable insight into the exploration and development of Argentine lithium brine assets, and their value in strategic M&A transactions.
In addition to my Millennial experience, I am familiar with Alpha, its assets, and its management team. I have done business with them in the past, and hope to continue working with them in the future. In 2019 I had the opportunity to travel to Argentina with management and experience, first-hand, the potential of Tolillar. Since then, I have been impressed by management’s ability to add shareholder value, and continue to be impressed by the work they’ve done in developing Alpha’s portfolio of assets.
I have carefully watched Tecpetrol’s attempt to acquire Alpha from its shareholders. I have reviewed Tecpetrol’s bid circular, as well as Alpha’s Directors’ Circular, and it is clear to me that the Tecpetrol bid is wholly inadequate, and I do not intend to tender any of my shares.
In my opinion, the Tecpetrol bid is an opportunistic attempt to seize both Alpha’s Tolillar and Hombre Muerto assets at an indefensible discount to their true value, which I strongly oppose. The bid fails to deliver value to Alpha’s shareholders, including myself, for two key reasons: The first is the valuation is embarrassingly low for Tolillar alone, and second, Tecpetrol is trying to get all the assets, including Hombre Muerto and over $30 million in cash, for no additional consideration.
1. Inadequate Value – a stink bid by all measures
Asset Value: The Tecpetrol bid significantly undervalues the Tolillar asset on its own. As the Alpha team wrote in their Directors’ Circular, the offer price represents a substantial discount to recent lithium brine transactions in Argentina, including the Millennial Lithium sale we completed in 2022. The confusing discount ignores the value added by the unique features of Alpha’s Tolillar salar, most notably: Tolillar may be one of the last wholly-owned lithium bearing salars in Argentina, and Tolillar hosts a unique and valuable freshwater reserve.
In addition to the obvious operational advantages that come with exclusive ownership of the entire salar, an independent freshwater recharge study commissioned by Alpha indicated that the freshwater aquifer located within the Tolillar salar mining tenements can sustainably support the large freshwater withdrawals needed for a top tier project (see Alpha’s press release of January 23, 2023 for more information).
Market Value: The bid price of $1.24 represents a ~15% discount to Alpha’s closing price on Friday, June 23, 2023. When Tecpetrol first announced their intention to bid Alpha’s share price was steadily climbing, consistent with prevailing trends in Lithium Carbonate Equivalent prices, making their inadequate offer even less appealing. The trading in Alpha’s shares to a high of $1.45 since the announcement of the bid indicates clearly to me that I’m not alone in considering this a ‘take under’ rather than a ‘take over’, which won’t receive the shareholder support it needs.
The unique features of Tolillar make it an incredibly compelling standalone opportunity, and by any measure, worth considerably more than Tecpetrol has offered to pay.
2. Predatory Structure – Tecpetrol wants everything, at a huge discount
Assuming Tecpetrol has taken adequate time to familiarize itself with Alpha, they know, or ought to know, that Alpha has at least two distinct and compelling assets: (i) the Tolillar project, and (ii) the roughly 5,000-hectare land position in the world-class Hombre Muerto Salar. For those of my fellow shareholders who have not yet had the opportunity, I would encourage you to review Alpha’s technical report about its Hombre Muerto asset. It’s available under Alpha’s profile at www.sedar.com. Even prior to the filing of the Hombre Muerto technical report, it would be clear to anyone who had conducted appropriate due diligence on Alpha that its early stage Hombre Muerto asset represents compelling potential for additional shareholder value. Therein lies the second problem with the Tecpetrol bid: for a low-ball price, Tecpetrol wants the de-risked Tolillar project, the discovery potential of the Hombre Muerto asset, and approximately $30 million of capital.
Tecpetrol declined to participate in the Tolillar sale process when invited by Alpha, instead deciding to make a hostile bid for the entire company. While I expect Tecpetrol hopes to be able to use the hostile bid as a way to get Tolillar at a discount, shareholders need to understand that the proposed structure would also allow Tecpetrol to also take 100% of the future potential of Hombre Muerto, whatever that may be, for essentially nothing.
I put my trust, and capital, behind the team at Alpha to develop Tolillar from a very early stage, and am impressed by the work they have done. I want to bet on this management team again to do the same thing in Hombre Muerto.
I strongly encourage Tecpetrol to engage with Alpha in a constructive manner and offer a fair price for Alpha and/or its Tolillar asset. I further encourage them to include a structure which contemplates a spin out of Hombre Muerto along with the working capital necessary to begin to develop its potential for the benefit of all current shareholders of Alpha.
Your fellow shareholder,
[signed]
Kyle Stevenson
kyle@blueprintcapital.ca
604.788.0537
Image: https://www.globenewswire.com/newsroom/ti?nf=ODg2NDE2NSM1NjYzODMyIzIyNjA3MjY=
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MORE APHLF NEWS
Alpha Lithium Files Directors’ Circular Recommending Shareholders Reject Tecpetrol’s Hostile Stink Bid
GlobeNewswire - 7:30 AM ET 06/23/2023
Alpha Lithium Files Technical Report for Highly Prospective Hombre Muerto Project in Argentina
GlobeNewswire - 7:30 AM ET 06/20/2023
TECPETROL PROVIDES AN UPDATE REGARDING ITS OFFER TO ACQUIRE ALPHA LITHIUM CORPORATION
PRN European Non-Disclosure - 8:00 AM ET 06/19/2023
fltunes
3年前
Alpha Lithium Files Directors’ Circular Recommending Shareholders Reject Tecpetrol’s Hostile Stink Bid
BY GlobeNewswire
— 7:30 AM ET 06/23/2023
Do Not Tender Your Shares
VANCOUVER, British Columbia, June 23, 2023 (GLOBE NEWSWIRE) -- Alpha Lithium Corporation (APHLF) (German WKN: A3CUW1) (“Alpha” or the “Company”) today announced that the Board of Directors of Alpha (the “Board”), based on the unanimous recommendation of the Special Committee of independent directors, recommends that Alpha shareholders REJECT the hostile offer (the “Hostile Offer”) from TechEnergy Lithium Canada Inc., a recently formed subsidiary of Tecpetrol Investments S.L. (“Tecpetrol”), for the common shares of Alpha (“Common Shares”). The Board unanimously determined that Tecpetrol’s Hostile Offer is not in the best interests of the Company or its shareholders.
The Board provides some context and several reasons to REJECT the inadequate and undervalued Hostile Offer in a Directors’ Circular (the “Circular”) filed today on SEDAR at www.sedar.com and available at www.ProtectAlphaLithium.com. The Circular is also being mailed to all persons required to be sent a copy under applicable securities laws.
Shareholders are encouraged to visit the Company’s website for up-to-date information relating to the Hostile Bid. To reject the Hostile Offer, you must simply TAKE NO ACTION. If you have tendered your Common Shares and wish to withdraw, please contact your broker or Kingsdale Advisors (see contact information below).
The Circular includes a letter to shareholders from the Board, which summarizes the principal factors and compelling reasons considered by the Board in reaching its unanimous recommendation:
Reason 1 - The Hostile Offer is highly opportunistic and is a “Stink Bid” that does not reflect Alpha’s full and fair value
Tecpetrol’s offer price is below Alpha’s share price. As at June 20, 2023, the Hostile Offer price of $1.24 per Common Share was at a 13% discount to the $1.42 per share volume weighted average price since the Hostile Offer was initially made public. It is clear that shareholders believe the Hostile Offer is inadequate.
Additionally, the Hostile Offer, when evaluated on an enterprise value to lithium resources basis, is at a significant discount to the most comparable precedent sale transactions involving Argentine lithium brine projects since October 2021. At a price of $1.24 per Common Share, it is significantly below the target Common Share price from the independent research analyst that provides equity research coverage of Alpha, who has described the Hostile Offer as “not compelling” and “Still a Stink Bid, In Our View.”
Adjusting for the Company’s cash balance, Tecpetrol values the Tolillar project at $150 million (which, as described above, is significantly below precedent transaction multiples), and appears to assign no value to the Hombre Muerto project (to which an equity research analyst assigned a “nominal [value of] US$75M” prior to results from initial drilling).
On multiple occasions, Tecpetrol has indicated that it has “an ability to improve the financial terms” of its offer. However, despite admitting the offer could be improved, Tecpetrol instead elected to proceed with its “Stink Bid.”
Reason 2 – Alpha has received an inadequacy opinion from PI Financial Corp. (“PI Financial”)
PI Financial has delivered a written opinion to the Special Committee that, as of June 21, 2023, the consideration offered to Alpha shareholders under the Hostile Offer is inadequate, from a financial point of view, to Alpha shareholders. Tecpetrol is not a shareholder of Alpha and has elected NOT to become an Alpha Lithium (APHLF) shareholder, as of June 22, 2023.
Reason 3 – Tecpetrol is attempting to subvert an active and ongoing Strategic Review
The Board, through the Special Committee and consistent with its fiduciary duties, is evaluating a broad range of options as part of an expanded strategic review, including continuing with the active and ongoing sale process for its Tolillar asset, which began on December 1, 2022 (the “Sale Process”). Additionally, Alpha is exploring a possible corporate transaction (collectively, the “Strategic Review”).
Alpha has attempted, unsuccessfully, to engage with Tecpetrol within the Sale Process, based on market-standard practices and agreements; even seeking to accommodate Tecpetrol’s desire to acquire the entire Company. Tecpetrol repeatedly refused to engage constructively. By launching the Hostile Offer, Tecpetrol is attempting to disrupt the ongoing Sale Process and acquire Alpha at the lowest price possible, frustrating the efforts of the Company to obtain appropriate value for Alpha shareholders.
In connection with the Strategic Review, the Company has recently begun to explore interest with various parties in a corporate-level transaction and will consider various strategic alternatives, which may include, but are not limited to, possible change of control transactions or asset sales with one or more third parties (including a spin-off of certain assets or the separate sale of core assets), partnerships with strategic or financial partners or remaining independent and pursuing Alpha’s existing strategy as a stand-alone entity. The Board believes that Alpha is well-positioned and its unique lithium assets are highly attractive to other parties in addition to Tecpetrol.
Reason 4 – The Hostile Offer is highly conditional
The Hostile Offer is highly conditional, effectively providing Tecpetrol with an unfair option to withdraw or proceed with its offer in its sole discretion. The Hostile Offer contains over 25 subjective conditions and sub-conditions which must be satisfied or waived before Tecpetrol is obligated to take up and pay for any Common Shares deposited under the Hostile Offer. Certain of the conditions and sub-conditions provide broad discretion in favour of Tecpetrol, a number of which are not subject to any materiality thresholds or other objective criteria, and include language such as “the Offeror having determined, in its sole judgment”, which appears to be limited only by its reasonable judgment. These conditions, in effect, could provide Tecpetrol with an unfair option to withdraw or proceed with the Hostile Offer and Alpha shareholders bear a risk of non-completion.
Take No Action
The Board and management of Alpha will not tender to the Tecpetrol bid. For the reasons fully described in our Directors’ Circular, Alpha recommends that shareholders REJECT the undervalued and opportunistic Hostile Offer. To reject, shareholders simply need to do nothing. If you have already tendered your Common Shares and wish to withdraw, simply ask your broker or contact Kingsdale Advisors (by phone at 1-800-749-9197 (toll-free in North America) or 647-251-9740 (for collect calls outside North America) or by email at contactus@kingsdaleadvisors.com) to assist you with this process. For more information, please go to www.ProtectAlphaLithium.com.
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Advisors
Credit Suisse Securities USA LLC is serving as the Company’s financial advisor, Cozen O’Connor LLP is serving as the Company’s legal advisor and McMillan LLP is serving as the Special Committee’s legal advisor. PI Financial has been appointed independent financial advisor to the Special Committee. Longview Communications & Public Affairs is serving as government and public relations advisor and Kingsdale Advisors is serving as strategic shareholder and communications advisor.
ON BEHALF OF THE BOARD OF ALPHA LITHIUM CORPORATION
“Brad Nichol”
Brad Nichol
President, CEO and Director
For more information:
Alpha Lithium Investor Relations
Tel: +1 844 592 6337
relations@alphalithium.com
www.alphalithium.com
Kingsdale Advisors
1 800 749 9179 (toll free in North America)
+1 647 251 9740 (collect, outside North America)
contactus@kingsdaleadvisors.com
www.ProtectAlphaLithium.com
About Alpha Lithium (APHLF) (German WKN: A3CUW1)
Alpha Lithium (APHLF) is a team of industry professionals and experienced stakeholders focused on the development of the Tolillar and Hombre Muerto Salars. In Tolillar, we have assembled 100% ownership of what may be one of Argentina’s last undeveloped lithium salars, encompassing 27,500 hectares (67,954 acres), neighboring multi-billion-dollar lithium players in the heart of the renowned “Lithium Triangle”. In Hombre Muerto, we continue to expand our 5,000+ hectare (12,570 acres) foothold in one of the world’s highest quality, longest producing, lithium salars. Other companies in the area exploring for lithium brines or currently in production include Allkem Ltd., Livent Corporation, and POSCO in Salar del Hombre Muerto; Orocobre in Salar Olaroz; Eramine SudAmerica S.A. in Salar de Centenario; and Gangfeng and Lithium Americas in Salar de Cauchari.
Forward-Looking Statements
This news release contains forward-looking statements and other statements that are not historical facts, including statements concerning the Hostile Offer, the Sale Process and the Strategic Review and the possible results thereof. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the results of further discussions, if any, between the Company, Tecpetrol and other third parties, the ability of the Company to successfully complete the Sale Process or the Strategic Review or to do so on a timely basis, global economic conditions and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, include numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
No securities regulatory authority has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release.
A QR code accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/e2eeb3d8-76be-4542-a76c-48463ec733a5
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Scan Me
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Scan Me
Source: Alpha Lithium Corp (APHLF)
MORE APHLF NEWS
Alpha Lithium Files Technical Report for Highly Prospective Hombre Muerto Project in Argentina
GlobeNewswire - 7:30 AM ET 06/20/2023
TECPETROL PROVIDES AN UPDATE REGARDING ITS OFFER TO ACQUIRE ALPHA LITHIUM CORPORATION
PRN European Non-Disclosure - 8:00 AM ET 06/19/2023
TECPETROL PROVIDES AN UPDATE REGARDING ITS OFFER TO ACQUIRE ALPHA LITHIUM CORPORATION
Canada NewsWire - 8:00 AM ET 06/19/2023
fltunes
3年前
Alpha Lithium Advises Shareholders to TAKE NO ACTION on Tecpetrol’s Significantly Undervalued Takeover Bid
BY GlobeNewswire
— 7:30 AM ET 06/09/2023
• Offer is below Alpha Lithium’s current market price, as well as its trailing 10 and 20 day average prices
VANCOUVER, British Columbia, June 09, 2023 (GLOBE NEWSWIRE) -- Alpha Lithium Corporation (APHLF) (German WKN: A3CUW1) (“Alpha Lithium (APHLF)” or the “Company”) announces that it has received an unsolicited takeover bid from TechEnergy Lithium Canada Inc., a subsidiary formed five days ago by the Spanish firm Tecpetrol Investments S.L. (“Tecpetrol”) (the “Tecpetrol Offer”).
The board of directors of Alpha Lithium (APHLF) (the “Board”) and its special committee of independent directors (the “Special Committee”) will review the Tecpetrol Offer and related takeover bid circular with their financial and legal advisors; after which, the Board will respond in detail and make a recommendation to the Company’s shareholders through a news release and a directors’ circular, in accordance with applicable securities laws, within the next 15 calendar days.
As noted in the Company’s June 5, 2023 press release, Alpha Lithium (APHLF) has been involved in an ongoing and comprehensive process to explore the potential sale of the Tolillar asset, with a focus on maximizing value for shareholders.
The Tecpetrol Offer appears to be a transparent attempt to frustrate an ongoing and robust competitive process, at a price significantly below precedent transactions.
Accordingly, Alpha Lithium (APHLF) urges shareholders to take no action and not to deposit any Alpha Lithium (APHLF) shares in relation to the Tecpetrol Offer. Additionally, Alpha Lithium (APHLF) shareholders should not take any action on the Tecpetrol Offer until Alpha Lithium’s Special Committee and Board have had the opportunity to fully review the Tecpetrol Offer (including other possible alternatives) in detail and make a formal recommendation to shareholders.
The Tecpetrol Offer will remain open until 5:00 pm on September 22, 2023, which will provide ample time for shareholders to reach a decision.
Tecpetrol first made an unsolicited non-binding offer on May 15, 2023, which was rejected by the Board after determining the bid to be opportunistic with a low and declining premium to the trading price of the Company’s common shares and not in the best interests of Alpha Lithium (APHLF) shareholders.
Subsequently on June 2, 2023, Tecpetrol announced its intention of taking the same undervalued bid directly to shareholders via a formal takeover bid to be made by a Canadian subsidiary that did not then exist.
Advisors
Credit Suisse Securities USA LLC is serving as the Company’s financial advisor, Cozen O’Connor LLP is serving as the Company’s legal advisor and McMillan LLP is serving as the Special Committee’s legal advisor. Longview Communications & Public Affairs is serving as government and public relations advisor and Kingsdale Advisors is serving as strategic shareholder and communications advisor.
ON BEHALF OF THE BOARD OF ALPHA LITHIUM CORPORATION
“Brad Nichol”
Brad Nichol
President, CEO and Director
For more information:
Alpha Lithium Investor Relations
Tel: +1 844 592 6337
relations@alphalithium.com
www.alphalithium.com
About Alpha Lithium (APHLF) (German WKN: A3CUW1)
Alpha Lithium (APHLF) is a team of industry professionals and experienced stakeholders focused on the development of the Tolillar and Hombre Muerto Salars. In Tolillar, we have assembled 100% ownership of what may be one of Argentina’s last undeveloped lithium salars, encompassing 27,500 hectares (67,954 acres), neighboring multi-billion-dollar lithium players in the heart of the renowned “Lithium Triangle”. In Hombre Muerto, we continue to expand our 5,000+ hectare (12,570 acres) foothold in one of the world’s highest quality, longest producing, lithium salars. Other companies in the area exploring for lithium brines or currently in production include Orocobre Limited, Galaxy Lithium, Allkem Ltd., Livent Corporation, and POSCO in Salar del Hombre Muerto; Orocobre in Salar Olaroz; Eramine SudAmerica S.A. in Salar de Centenario; and Gangfeng and Lithium Americas in Salar de Cauchari.
Forward-Looking Statements
This news release contains forward-looking statements and other statements that are not historical facts, including statements concerning the Tecpetrol Offer and maximizing shareholder value. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the results of further discussions, if any, between the Company, Tecpetrol and other third parties, the ability of the Company to successfully complete the process to explore the potential sale of the Tolillar asset or to do so on a timely basis, global economic conditions and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, include numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
No securities regulatory authority has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release.
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Source: Alpha Lithium Corp (APHLF)
fltunes
3年前
TECPETROL COMMENCES ALL-CASH OFFER TO ACQUIRE ALPHA LITHIUM CORPORATION
BY PR Newswire
— 7:15 AM ET 06/08/2023
The Offer provides Alpha shareholders with the opportunity to realize compelling, immediate and certain value
Tecpetrol is a credible and experienced counterparty with clear path to closing
Shareholders who have questions with respect to the Offer may contact Laurel Hill Advisory Group, the Depositary and Information Agent for the Offer, at 1-877-452-7184 (North America Toll Free), 416-304-0211 (Calls Outside North America) or by email at assistance@laurelhill.com
TORONTO, June 8, 2023 /PRNewswire/ -- Tecpetrol Investments S.L. ("Tecpetrol"), a member of the Techint Group, announced today that it has now formally commenced its previously-announced offer (the "Offer") to acquire all of the issued and outstanding common shares ("Shares") of Alpha Lithium Corporation (APHLF) (German WKN: A3CUW1) ("Alpha"), a Canadian incorporated, headquartered and listed company.
The notice and advertisement of the Offer appears in the June 8, 2023 editions of The Globe & Mail and La Presse and the offer and take-over bid circular (the "Offer and Circular") and related documents have been filed with the Canadian securities regulators on SEDAR under Alpha's profile at www.sedar.com.
The Consideration
Under the terms and conditions of the Offer, Alpha shareholders will receive cash consideration of C$1.24 per Share, providing Alpha shareholders with the opportunity to realize compelling, immediate and certain value in an all-cash transaction with a credible transaction partner with a clear path to closing.
The Offer is open for acceptance until 5:00 p.m. (Vancouver time) on September 22, 2023, unless the Offer is extended, accelerated or withdrawn by Tecpetrol in accordance with its terms. Tecpetrol has requested a list of security holders from Alpha and will mail the Offer and Circular and related documents to Alpha security holders as soon as practicable after receipt of such list.
Tecpetrol remains open to engaging in constructive discussions (on a non-exclusive basis) with Alpha with a view to increasing the offer price. Tecpetrol is prepared to do so on terms that protect the confidentiality of those discussions regarding price without inappropriately limiting the opportunity for shareholders to decide whether to accept the Offer or otherwise restricting Tecpetrol's strategic options.
Reasons to Accept the Offer
As further described in the Offer and Circular, Tecpetrol believes the Offer provides significant benefits and the reasons to tender to the Offer include, among others:
An attractive cash payment and immediate liquidity to shareholders through de-risked transaction;
A credible and experienced counterparty with clear path to closing;
Alpha's standalone plan remains challenging and underfunded;
An opportunity for shareholders to determine the outcome of their investment; and
No financing condition.
Offer Details
The Offer is subject to certain conditions being satisfied or, where permitted, waived at or prior to the expiry of the Offer. Such conditions include, among others described in the Offer and Circular: (a) there having been validly deposited under the Offer and not withdrawn that number of Shares which represent more than 50% of the outstanding Shares, excluding those Shares beneficially owned, or over which control or direction is exercised, by Tecpetrol or by any Person acting jointly or in concert with Tecpetrol, which is a statutory non-waivable condition; (b) there having been validly deposited under the Offer and not withdrawn that number of Shares (together with associated rights under Alpha's shareholder rights plan) which represent at the expiry of the Offer at least two-thirds of the outstanding Shares on a fully-diluted basis; (c) Tecpetrol having determined that there has not occurred a material adverse effect in respect of Alpha; and (d) Tecpetrol having determined that Alpha has not taken any action or disclosed that it intends to take any action that might make it inadvisable for Tecpetrol to proceed with the Offer, such as the entering into any definitive agreement or transaction under or in connection with the sale process disclosed by Alpha in its June 5, 2023 news release. The Offer is not subject to any due diligence or access condition, financing condition or Tecpetrol shareholder approval condition. In addition, to the knowledge of Tecpetrol, there are no regulatory approvals required in connection with the Offer.
Tecpetrol encourages Alpha shareholders to read the full details of the Offer and other important information set forth in the Offer and Circular and related documents, including instructions on how Alpha shareholders can tender their Shares under the Offer.
Shareholders who have questions or require assistance in tendering their Shares may contact Laurel Hill Advisory Group, the Depositary and Information Agent for the Offer, by telephone toll-free inside North America at 1-877-452-7184, or outside North America at 1-416-304-0211, or by email at assistance@laurelhill.com.
About the Tecpetrol Energy Transition Unit
Tecpetrol's Energy Transition Unit is Techint Group's dedicated business unit responsible for advancing its position in the global energy transition through investments in decarbonized energy sources, carriers and technologies, with the objective of contributing to a significant reduction in the carbon footprint. As part of this initiative through its subsidiary Techenergy Lithium S.A., Tecpetrol has built a lithium processing pilot plant in northern Argentina engineered for scale, which supports a production flowsheet involving direct lithium extraction. For additional information on Tecpetrol, please visit its website at https://www.tecpetrol.com/en.
The Techint Group is a global conglomerate with diversified business lines in steelmaking, complex infrastructure construction, design and construction of industrial plans and machinery, technologies for the metals and mining industries, oil and gas exploration and production and research-oriented health facilities. Through our six main companies – Tenaris S.A. (TS) , Ternium S.A. (TX) , Techint Engineering & Construction, Tenova, Tecpetrol and Humanitas – the Techint Group operates on six continents, employs 79,300 employees and generates over US$33 billion in annual revenue. We have an extensive track record of completing large transactions in industrial and extractive sectors around the globe, including in Canada, and in navigating complex regulatory frameworks. For additional information on the Techint Group, please visit its website at https://www.techintgroup.com/en.
Caution Regarding Forward-Looking Statements
This news release contains "forward looking information". Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", "intends" or variations of such words, and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Tecpetrol believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information and such factors and assumptions are based on information currently available to Tecpetrol, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, performance or achievements of Tecpetrol or the completion of the Offer to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information include, without limitation: the ultimate outcome of any possible transaction between Tecpetrol and Alpha, including the possibility that Alpha will or will not accept a transaction with Tecpetrol; actions taken by Alpha; actions taken by security holders of Alpha in respect of the Offer; that the conditions of the Offer may not be satisfied or waived by the Offeror at the expiry of the Offer period; and the pendency or completion of the Offer or any subsequent transaction. Forward-looking information in this news release is based on Tecpetrol's beliefs and opinions at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Tecpetrol expressly disclaims any obligation to do so except as required by applicable law.
Disclaimers
This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The Offer will be made solely by, and subject to the terms and conditions set out in, the formal offer and take-over bid circular, letter of transmittal and notice of guaranteed delivery. The Offer will not be made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.
The Offer will be made for the securities of a Canadian company that does not have securities registered under section 12 of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the Offer is not subject to section 14(d) of the U.S. Exchange Act or Regulation 14D or Rule 14e-1 of Regulation 14E. The Offer will be made in the United States with respect to securities of a "foreign private issuer", as such term is defined in Rule 3b-4 under the U.S. Exchange Act, in accordance with Canadian corporate and securities law requirements. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to tender offers under the U.S. Exchange Act and the rules and regulations promulgated thereunder.
The Offer and all contracts resulting from acceptance thereof will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Accordingly, the provisions of the German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz) do not apply to the Offer.
None of the United States Securities and Exchange Commission, any United States state securities commission or the German Federal Financial Supervisory Authority has approved or disapproved (or will approve or disapprove) the Offer, or passed (or will pass) any comment upon the fairness or the merits of the Offer or upon the adequacy or completeness of the information contained in this news release or in any other document relating to the Offer. Any representation to the contrary is unlawful.
Media Contact, Alexandre Meterissian, Email: Alexandre.meterissian@teneo.com; Investor Relations, Jorge Dimópulos, Email: Jorge.dimopulos@tecpetrol.com; Shareholder Questions / Tendering Assistance, Laurel Hill Advisory Group, Toll-Free: 1-877-452-7184, Outside North America: 1-416-304-0211, Email: assistance@laurelhill.com
Cision View original content:https://www.prnewswire.co.uk/news-releases/tecpetrol-commences-all-cash-offer-to-acquire-alpha-lithium-corporation-301846056.html
fltunes
3年前
Alpha Lithium Granted Drilling Licenses for Hombre Muerto Salar in Argentina
BY GlobeNewswire
— 7:20 AM ET 01/17/2023
VANCOUVER, British Columbia, Jan. 17, 2023 (GLOBE NEWSWIRE) -- Alpha Lithium Corporation (APHLF) (German WKN: A3CUW1) (“Alpha” or the “Company”), a company with two large, undeveloped lithium assets in the Salta region of Argentina, is pleased to report that it has received licenses to commence exploration operations on its properties in the Salar del Hombre Muerto (“Hombre Muerto”) in Argentina.
The Company is already performing the mandatory health and safety checks of the rig and crew on the initial drilling rig, which it expects to mobilize to commence drilling before the end of this month. Alpha has secured a second drilling rig, which is s expected to join the ongoing operation as soon as possible in 2023.
Alpha intends to drill up to 12 wellbores on its 5,000+ hectare Hombre Muerto property over the next 12 months, in addition to implementing several new Vertical Electrical Sounding (“VES”) campaigns (see August 16, 2022 news).
Hombre Muerto is recognized as one of the most desirable salars in South America, as it hosts the (i) highest lithium brine grades, (ii) lowest levels of impurities and (iii) highest flow rates in Argentina. Hombre Muerto is Argentina’s longest producing salar, with Livent Corp having produced 20,000 tonnes/year of battery-grade lithium for over 25 years.
At present, the Company controls over 5,000 hectares in Hombre Muerto. Until now, the salar has been primarily controlled by three large, multinational corporations: (i) Argentina’s oldest lithium chemicals producer, Livent Corp; (ii) Korea-based, POSCO; and, (iii) Australian producer, Allkem Ltd. In 2022, after meeting with local government officials, POSCO announced plans to spend an additional US$4 billion on their 10,000 hectares in Hombre Muerto, signifying their intentions to tap into the rising demand for lithium.
The Company intends to increase its land position at Hombre Muerto and will update shareholders accordingly, when progress is made in this regard.
Brad Nichol, President and CEO of Alpha, commented, “To finally commence operations at Hombre Muerto is an incredibly exciting, game-changing moment for Alpha and its shareholders. Having developed Tolillar to a point where it continues to attract significant industry interest, our team can focus on expanding and repeating its past two years of rapid success in Tolillar, now, in Hombre Muerto.”
Hombre Muerto is only 10-15 km from Tolillar and, in the short-term, the Company will utilize the recently-enlarged camp at Tolillar as its home base for operations.
All operations and assets of the Company are in Argentina and are fully managed by Alpha Lithium Argentina SA (“Alpha SA”) utilizing local employees and consultants. Neither Alpha, nor Alpha SA, have any operations or assets in Canada.
Since initiating the first steps of an exploration program in 2020, Alpha SA has drilled more than 20 holes, constructed an in-house brine chemistry research laboratory, developed a proprietary Lithium Carbonate production process that works in Tolillar with remarkable success, started construction of a pilot plant, and employed dozens of highly skilled Argentinian technologists, engineers, geologists, geophysicists and chemists, in addition to several students, accounting, managerial and HR professionals. The Company is grateful for, and reliant upon, the significantly large Argentinian team that has proven instrumental at generating value for shareholders.
ON BEHALF OF THE BOARD OF ALPHA LITHIUM CORPORATION
“Brad Nichol”
Brad Nichol
President, CEO and Director
For more information:
Alpha Lithium Investor Relations
Tel: +1 844 592 6337
relations@alphalithium.com
www.alphalithium.com
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