Tecpetrol commences all-cash offer to acquire Alpha Lithium Corporation.
Tecpetrol Investments S.L. (“Tecpetrol”), a member of the Techint Group, announced 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 (NEO: ALLI) (OTC: 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for acceptance until 5:00 p.m. (Vancouver time) on September 22, 2023, unless the Offer is extended, accelerated or withdrawn by Tecpetrol in accordance with its terms.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. (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.
TECPETROL COMMENCES ALL-CASH OFFER TO ACQUIRE ALPHA LITHIUM CORPORATION, Toronto, June 8, 2023
