Talison Lithium Ltd. (TSX:TLH) announced that after finishing discussions with a wholly-owned subsidiary of Chengdu Tianqi Industry Group Co. Ltd., it has agreed to allow Tianqi to acquire the balance of ordinary Talison shares that it does not already own. The decision means that Tianqi’s bid was deemed more favorable than the one put forward by Rockwood Holdings Inc. (NYSE:ROC).
As quoted in the press release:
- The Tianqi Schemes constitute a superior proposal;
- C$7.50 cash offer for each Share
- US$25 million cash deposit paid by Tianqi in an Australian bank as a reverse break fee
- Minimal conditions
- Talison Directors unanimously recommend Tianqi Schemes, in the absence of a superior proposal
- Talison and Tianqi have entered into a Scheme Implementation Agreement (“Tianqi SA”) with minimal conditions, subject to Rockwood’s 5 business day matching right
- Rockwood has 5 business day right to match, although Talison notes that on November 20, 2012, Rockwood made a “best and final offer” statement which, under Australian policy, is expected to limit Rockwood’s ability to increase its offer
- If the Rockwood SIA terminates, Talison expects to pay Rockwood a C$7 million break fee
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