(Adnkronos) - TORONTO, Sept. 22, 2023 /PRNewswire/ -- Tecpetrol Investments S.L. ("Tecpetrol"), a member of the Techint Group, today announced that it has increased its all-cash offer (the "Offer") to acquire all of the issued and outstanding common shares of Alpha Lithium Corporation ("Alpha" or the "Company") to C$1.48 per share and has
Alpha shareholders should be aware that, on 10 August 2023, Tecpetrol and Alpha executed a confidentiality agreement to facilitate discussions with respect to a potential transaction and the exchange of confidential information. Those discussions have now ceased without an agreement on terms for a board-supported transaction.
Tecpetrol does not intend to make any further extensions or other amendments to the Offer. If the improved Offer is not successful, Tecpetrol intends to pursue other opportunities in the lithium sector.
Following termination of the unsuccessful discussions with Alpha's management, Tecpetrol has decided to put forward its best and final offer to Alpha shareholders, increasing the Offer price from C$1.24 to C$1.48 per share (the "Increased Offer Price"), resulting in an improvement in the value of the Offer of 19%. The Increased Offer Price represents a premium of:
Shareholders who have tendered their shares to the Offer prior to this announcement will automatically benefit from the Increased Offer Price if the minimum tender condition is satisfied and the Offer is successful.
Tecpetrol's improved offer reflects its best and final view of Alpha's value, including Tolillar, Hombre Muerto and the expected net cash position of the Company.
Tecpetrol is confident that the Offer is the best transaction available to Alpha shareholders and represents an opportunity for shareholders to receive compelling, immediate and certain value in the form of an increased offer price of C$1.48 in cash per share from a credible transaction partner that does not require any regulatory approvals to acquire the Company pursuant to the Offer at the expiry time. More specifically:
It is a non-waivable condition of the Offer that there be validly deposited under the Offer more than 50% of the outstanding Alpha shares, excluding Alpha shares owned by Tecpetrol and its joint actors. If this legally required minimum tender condition is not satisfied by the expiry time of 5:00 p.m. (Vancouver time) on 3 October 2023, no Alpha shares will be acquired by Tecpetrol and Alpha shareholders will not be able to participate in the Offer. Accordingly, Alpha shareholders are urged to promptly tender their shares under the Offer prior to the expiry time, as Tecpetrol has put forward its best and final offer and does not intend to make any further extensions or other amendments to the Offer. If the improved Offer is not successful, Tecpetrol intends to pursue other opportunities in the lithium sector.
A notice in respect of the increased offer price, extension of the expiry time and waiver of the minimum tender condition has been provided to the depositary of the Offer, and a Notice of Variation in respect of the foregoing will be filed with the Canadian securities regulators on SEDAR+ under Alpha's profile at www.sedarplus.ca and will be mailed to Alpha shareholders in accordance with applicable law. Except as described herein, no other amendments or variations to the Offer have been made, and the Offer remains subject to the satisfaction or waiver of its conditions at or prior to the expiry time.
Tecpetrol encourages Alpha shareholders to read the full details of the Offer and other important information set forth in the Notice of Variation, which should be read in conjunction with the take-over bid circular dated 8 June 2023 and related offer documents. The take-over bid circular and related offer documents are available on SEDAR+ under Alpha's profile at www.sedarplus.ca.
Shareholders who have questions or require assistance in tendering their Alpha 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 Questo indirizzo email è protetto dagli spambots. È necessario abilitare JavaScript per vederlo..
Alpha shareholders are urged to tender their shares prior to 5:00 p.m. (Vancouver time) on 3 October 2023, unless the Offer is further extended, accelerated or withdrawn by Tecpetrol in accordance with its terms. Tecpetrol does not intend to further extend the expiry time of the Offer (except as required by law). Shareholders whose shares are registered in the name of an investment advisor, stock broker, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer so that the necessary steps can be taken to enable the deposit of such shares under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the expiry time. Shareholders must instruct their intermediaries promptly if they wish to tender.
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. (NYSE and Mexico: TS and EXM Italy: TEN), Ternium S.A. (NYSE: 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.
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. Forward-looking information contained in this press release includes, but is not limited to, statements relating to expectations relating to the Offer; the ability of the Offeror to complete the transactions contemplated by the Offer; the results, effects, mechanics, timing and completion of the Offer; the satisfaction or waiver of the conditions to consummate the Offer (including the statutory minimum condition); benefits of the Offer (including the expected benefits to Shareholders of tendering to the Offer); expectations concerning the sale process for the Tolillar Project and the strategic review being conducted by or on behalf of Alpha and the possibility of an alternative transaction resulting therefrom and the status and value of potential alternative transactions; anticipated regulatory considerations and other transaction risks applicable to any transaction resulting from Alpha's sale process and strategic review, including with respect to the Investment Canada Act and the Critical Minerals Policy; the likelihood that the price of the Alpha shares will decline back to pre-Offer levels if the Offer is not successful; intentions to not further extend the expiry time of the Offer; expectations regarding Alpha's standalone plan and the financing and capital program required to execute such plan; and expectations concerning the resource estimate in respect of the Tolillar Project and the availability of DLE technology to extract lithium from the Tolillar Project.
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, including any transaction resulting from its sale process in respect of the Tolillar Project; 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; the ability of Tecpetrol to acquire a majority of the outstanding Alpha shares, excluding those shares beneficially owned, or over which control or direction is exercised, by Tecpetrol or any of its joint actors; the pendency or completion of the Offer or any subsequent transaction; that there are no inaccuracies or material omissions in Alpha's publicly available information, including with respect to the resource estimate in respect of the Tolillar Project and related preliminary economic assessment and with respect to executive compensation matters; and that Alpha has not disclosed events which may have occurred or which may affect the significance or accuracy of such information. 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.
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 has been made solely by, and subject to the terms and conditions set out in, the formal Offer and Circular (as amended by the Notice of Variation), letter of transmittal and notice of guaranteed delivery. The Offer has 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 has been 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 has been 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 are and 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: Questo indirizzo email è protetto dagli spambots. È necessario abilitare JavaScript per vederlo.; Investor Relations: Jorge Dimópulos, Email: Questo indirizzo email è protetto dagli spambots. È necessario abilitare JavaScript per vederlo.; 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
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