Betteryear2 wrote: Vancouver, British Columbia--(Newsfile Corp. - September 28, 2021) - Millennial Lithium Corp. (TSXV: ML) (FSE: A3N2) (OTCQX: MLNLF) ("Millennial" or the "Company") is pleased to announce that it has entered into a definitive arrangement agreement (the "CATL Arrangement Agreement") with Contemporary Amperex Technology Co., Ltd. ("CATL") dated September 28, 2021 pursuant to which CATL will acquire all of the outstanding shares of Millennial (each, a "Common Share") by way of a plan of arrangement (the "CATL Arrangement") for CAD$3.85 per Common Share (the "Purchase Price"), payable in cash, representing total cash consideration of approximately CAD$377 million.
Prior to entering into the CATL Arrangement Agreement, Millennial terminated its arrangement agreement with Ganfeng Lithium Co., Ltd. and 1314992 B.C. Ltd. ("Ganfeng") dated July 16, 2021, as amended (the "Ganfeng Arrangement Agreement"), in accordance with its terms.
As disclosed in its press release issued on September 8, 2021, Millennial received a non-binding proposal from CATL to acquire all of the issued and outstanding Common Shares at a price of CAD$3.85 per Common Share and notified Ganfeng that this proposal constituted a "Superior Proposal" in accordance with the terms of Ganfeng Arrangement Agreement. Ganfeng elected not to exercise its right to match and, as a result, Millennial terminated the Ganfeng Arrangement Agreement in accordance with its terms and entered into the CATL Arrangement Agreement. The CATL Arrangement represents a premium of approximately 6.9% to the value of the consideration offered pursuant to the Ganfeng Arrangement Agreement.
Consistent with market practice in similar transactions and pursuant to the CATL Arrangement Agreement, CATL has also reimbursed Millennial for the termination fee of USD$10 million paid to Ganfeng in respect of the termination of the Ganfeng Arrangement Agreement (the "Existing Termination Amount").
Benefits to Millennial Shareholders
- Significant premium of approximately 29% over the twenty (20) day average closing price of CAD$2.98 for the Common Shares on the TSX Venture Exchange.
- All-cash offer that is not subject to a financing condition.
- Premium of approximately 6.9% to the price offered under the Ganfeng Arrangement Agreement.
- Voting support with voting support agreements entered into with directors and senior officers of Millennial.
- Removes future dilution risk associated with funding development of next phase of Pastos Grandes Project.
Millennial Board of Directors' Recommendation
After consultation with its financial and legal advisors, and on the unanimous recommendation of the special committee of directors of Millennial (the "Special Committee"), the CATL Arrangement Agreement has been approved unanimously by the board of directors of Millennial (the "Board") and the Board recommends that Millennial shareholders ("Shareholders") and holders ("Warrantholders", and together with Shareholders, "Voting Securityholders") of Common Share purchase warrants ("Warrants") vote in favour of the CATL Arrangement. The Special Committee has received an oral fairness opinion from Sprott Capital Partners LP ("Sprott") which states that the consideration to be received by Shareholders pursuant to the CATL Arrangement is fair, from a financial point of view, to Shareholders (other than CATL).
https://www.newsfilecorp.com/release/97903/Contemporary-Amperex-Technology-Co.-Ltd.-to-Acquire-Millennial-Lithium-Corp.-in-an-AllCash-Offer-for-CAD377-Million