ecpetrol Investments S.L. ("Tecpetrol"), a member of the Techint Group, is pleased to announce that Tecpetrol's board-recommended offer (the "Offer") to acquire all of the common shares of Alpha Lithium Corporation ("Alpha") for C$1.48 in cash per share has successfully expired.
Final Offer Results
Since October 20, 2023, the date all of the conditions to the Offer were satisfied or waived (including the statutory minimum tender condition), Tecpetrol, through its wholly-owned subsidiary, TechEnergy Lithium Canada Inc., has taken-up and acquired an additional 35,873,662 Alpha shares during the mandatory extension period. Together with the Alpha shares acquired on October 20, 2023, Tecpetrol has acquired 138,566,277 Alpha shares, representing approximately 67.4% of the issued and outstanding Alpha shares.
Subsequent Acquisition Transaction
Tecpetrol also announces that it is currently in discussions with Alpha with respect to the orderly transition of the governance and operations of Alpha and a potential subsequent acquisition transaction that would provide for the acquisition by Tecpetrol of all of the Alpha shares not acquired pursuant to the Offer. Following completion of any such subsequent acquisition transaction, Tecpetrol would own 100% of the Alpha shares and Alpha would be a wholly-owned subsidiary of Tecpetrol. While Tecpetrol expects that a subsequent acquisition transaction with Alpha will be announced shortly, there can be no assurance that definitive agreements in respect of any such transaction will be entered into.
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.
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
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 regarding any subsequent acquisition transaction and the governance of Alpha following the Offer; the potential structure, consideration, timing and completion of any subsequent acquisition transaction; and Tecpetrol's ability to complete any subsequent acquisition transaction to acquire 100% of Alpha.
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 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 of Tecpetrol to agree on the terms and conditions of any subsequent acquisition transaction and the ability of Tecpetrol to acquire all of the issued and outstanding Alpha shares under any subsequent acquisition transaction and the receipt of all approvals for such transaction. Forward-looking information in this news release is based on the beliefs and opinions of Tecpetrol 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.
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