https://www.adnkronos.com/tecpetrol-commences-...(Adnkronos) - 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 (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.
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for acceptance until 5:00 p.m. (Vancouver time) on September 22, 2023, unless the Offer is extended, accelerated or withdrawn by Tecpetrol in accordance with its terms.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.
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:
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.
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. 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.
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
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