https://www.adnkronos.com/tecpetrol-provides-a...(Adnkronos) - TORONTO, June 19, 2023 /PRNewswire/ -- Tecpetrol Investments S.L. ("Tecpetrol"), a member of the Techint Group, today announced the following updates to shareholders of Alpha Lithium Corporation ("Alpha") with respect to its offer (the "Offer") to acquire all of the issued and outstanding common shares of Alpha, a Canadian incorporated, headquartered and listed company.
On June 9, 2023, following the filing of its offer and take-over bid circular (the "Offer and Circular"), Tecpetrol reached out to Alpha in order to once again emphasize it was open to engaging in constructive discussions (on a non-exclusive basis) with a view to increasing the offer price. However, Alpha has not provided any response. Tecpetrol remains open to engaging in dialogue with Alpha with a view to increasing the offer price.
Tecpetrol's Offer is conditional on Alpha maintaining its ownership of its Tolillar Project. Tecpetrol urges Alpha to make a public commitment to its shareholders that it will seek their approval prior to completing any potential asset-level sale of the Tolillar Project in order to provide Tecpetrol with an opportunity to offer enhanced value and allow shareholders an opportunity to choose their preferred outcome between an asset-level sale and Tecpetrol's Offer – an all-cash, corporate-level and tax-efficient transaction from a credible transaction partner with a clear path to closing.
Tecpetrol also announced today that it has filed a notification pursuant to Part III of the Investment Canada Act in respect of its Offer.
The Techint Group has operated a significant business in Canada for more than 20 years, notably through Tenaris, the leading Canadian manufacturer and supplier of steel tubes for the Canadian energy industry, and is firmly integrated in the Western allied countries' supply chains. As described in the Offer and Circular, Tecpetrol's intention, in line with its energy transition strategy, is to responsibly develop Alpha's premium lithium assets as part of the integrated Western battery supply chain. Tecpetrol recognizes that a key component to building an emerging Western battery supply chain is lithium supply, and Tecpetrol believes that its energy transition strategy is aligned with Western efforts to secure this supply, including the Government of Canada's Critical Minerals Strategy.
Tecpetrol has filed its Investment Canada Act notification to provide Alpha shareholders with regulatory certainty at the expiration of the Offer given the importance of the Investment Canada Act for an acquisition of all or a part of any Canadian lithium company such as Alpha, including its Tolillar Project.
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 Alpha shares under the Offer. The Offer and Circular was filed with the Canadian securities regulators on SEDAR under Alpha's profile at www.sedar.com.
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.
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, 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 Tecpetrol at the expiry of the Offer period; the tax treatment of the Offer for shareholders; 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 has been made solely by, and subject to the terms and conditions set out in, the formal Offer and Circular, 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: 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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