TECPETROL ANNOUNCES SUCCESSFUL TAKE-OVER BID TO ACQUIRE CONTROL OF ALPHA LITHIUM CORPORATION AND MANDATORY EXTENSION OF OFFER TO OCTOBER 31, 2023
Tecpetrol is extending the bid period for an additional 10 days in order to allow remaining minority shareholders to tender to the Offer so that they may promptly receive the offer price and cash-out their investment
Shareholders who have not already tendered are urged to do so immediately to ensure they receive the offer price as there can be no assurance that Tecpetrol will be able to timely complete a subsequent acquisition transaction (if at all)
Tecpetrol Investments S.L. (‘ Tecpetrol ‘), a member of the Techint Group, announces today that its wholly-owned subsidiary, TechEnergy Lithium Canada Inc., has taken-up and acquired 102,692,615 common shares of Alpha Lithium Corporation (‘ Alpha ‘), representing approximately 54% of the issued and outstanding Alpha shares, pursuant to its offer (the ‘ Offer ‘) to acquire Alpha for C$1.48 in cash per share. Tecpetrol will pay for the tendered shares within three business days.
All of the conditions to the Offer have been satisfied or waived (including the statutory minimum tender condition), and Tecpetrol has extended the expiry time of the Offer by a mandatory period of 10 days to 5:00 p.m. ( Vancouver time) on October 31, 2023 in order to allow the remaining minority shareholders to tender their Alpha shares to the Offer. No further extensions are contemplated.
Next Steps and Reasons to Tender Now
Following the mandatory 10-day extension period, Tecpetrol intends to pursue a subsequent acquisition transaction to complete the privatization of Alpha and acquire all Alpha shares not acquired pursuant to the Offer. Remaining shareholders are encouraged to tender their Alpha shares to the Offer during the mandatory 10-day extension period so that they may promptly receive the offer price of C$1.48 in cash per share and not wait until the privatization of Alpha is completed (if at all). Shareholders using a broker should be aware that their broker will have an expiry time to receive tendering instructions that will be several days in advance of October 31, 2023 and should therefore instruct their brokers to tender immediately .
Alpha shareholders who have not already done so are urged to promptly tender their shares to the Offer in order to realize compelling and certain value for their Alpha shares today. In particular:
The Offer has been unanimously recommended by the Alpha Board of Directors, all of whom have already tendered their Alpha shares . The Alpha Board of Directors and the Special Committee of independent directors, after receiving a positive independent fairness opinion from PI Financial Corp., have unanimously recommended that shareholders tender their Shares to the Offer. To the knowledge of Tecpetrol, all of the directors and officers of Alpha, including Brad Nichol , President & CEO of Alpha, have already tendered their Alpha shares.
If the privatization of Alpha cannot be completed, remaining shareholders will hold a minority position in a company with limited liquidity . There can be no assurance that Tecpetrol will be able to timely complete a subsequent acquisition transaction (if at all). Shareholders who do not tender during the mandatory 10-day extension period risk being left behind and not receiving the offer price of C$1.48 in cash per share, instead holding a low liquidity investment in a company with a controlling shareholder.
How to Tender Q&A
Q: How do I tender my Alpha shares?
A: 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.
Registered shareholders who own Alpha Lithium share certificates or DRS statements representing their shares and wish to accept the Offer must properly complete and execute the Letter of Transmittal that accompanied the original take-over bid circular dated June 8, 2023 (printed on YELLOW paper) and deposit it, at or prior to the expiry time, together with certificate(s) or DRS Statements representing their Alpha shares and all other required documents, with Laurel Hill Advisory Group, the Depositary and Information Agent, at its office in Toronto, Ontario specified in the Letter of Transmittal in accordance with the instructions set forth in the Letter of Transmittal. These materials are also available at https://www.tecpetrol.com/en/investors/alpha-lithium-offer and on SEDAR+ under Alpha’s profile at www.sedarplus.ca .
Q: What do I do if I have already tendered my Alpha shares?
A: Shareholders that have already tendered do not need to take any further action and will receive payment for their Alpha shares within three business days.
Q: Who can I call if I have questions or require assistance in tendering my shares?
A: 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 assistance@laurelhill.com . Additional information can also be found on Tecpetrol’s website at https://www.tecpetrol.com/en/investors/alpha-lithium-offer .
Q: What is the deadline for me to instruct my broker to tender my Alpha shares?
A: The Offer is open for acceptance until 5:00 p.m. ( Vancouver time) on October 31, 2023 . 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.
Additional Offer Details
Tecpetrol will file a Third Notice of Extension in respect of the mandatory extension of the expiry time to 5:00 p.m. ( Vancouver time) on October 31, 2023 that will be available on SEDAR+ under Alpha’s profile at www.sedarplus.ca and will be mailed to Alpha shareholders in accordance with applicable law. Tecpetrol encourages Alpha shareholders to read the full details of the Offer and other important information set forth in the Third Notice of Extension, which should be read in conjunction with the take-over bid circular dated June 8, 2023 , the notice of variation and extension dated September 22, 2023, the second notice of extension dated October 3, 2023 and related offer documents. These materials, which contain information on how to tender to the Offer, are available on SEDAR+ under Alpha’s profile at www.sedarplus.ca .
Advisors
BMO Capital Markets is serving as financial advisor and Davies Ward Phillips & Vineberg LLP is serving as legal advisor to Tecpetrol. In addition, Crestview Strategy is serving as government relations advisor and Teneo is serving as strategic communications advisor. Laurel Hill Advisory Group is serving as the Depositary and Information Agent for the Offer.
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 .
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. Forward-looking information contained in this press release includes, but is not limited to, statements relating to expectations relating to the Offer; the results, effects, mechanics, timing and completion of the Offer, including the payment of the offer price within three business days; the ability of Tecpetrol to complete a subsequent acquisition transaction to acquire 100% of Alpha; and the risks to Alpha shareholders of not tendering their Alpha shares to the Offer, including expectations regarding the liquidity of the Alpha shares.
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 and any subsequent acquisition transaction to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information, including, without limitation, the ability or decision of Tecpetrol to acquire all of the issued and outstanding Alpha shares under the Offer or any subsequent transaction and the receipt of all approvals for such 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 has been made solely by, and subject to the terms and conditions set out in, the formal Offer and Circular (as amended), 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.
SOURCE Tecpetrol
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