Alpha Lithium Advises Shareholders to TAKE NO ACTION on Tecpetrol's Significantly Undervalued Takeover Bid

Alpha Lithium Advises Shareholders to TAKE NO ACTION on Tecpetrol's Significantly Undervalued Takeover Bid

 

   • Offer is below Alpha Lithium's current market price, as well as its trailing 10 and 20 day average prices   

 

Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha Lithium " or the " Company ") announces that it has received an unsolicited takeover bid from TechEnergy Lithium Canada Inc., a subsidiary formed five days ago by the Spanish firm Tecpetrol Investments S.L. (" Tecpetrol ") (the " Tecpetrol Offer ").

 

The board of directors of Alpha Lithium (the " Board ") and its special committee of independent directors (the " Special Committee ") will review the Tecpetrol Offer and related takeover bid circular with their financial and legal advisors; after which, the Board will respond in detail and make a recommendation to the Company's shareholders through a news release and a directors' circular, in accordance with applicable securities laws, within the next 15 calendar days.

 

As noted in the Company's June 5, 2023 press release, Alpha Lithium has been involved in an ongoing and comprehensive process to explore the potential sale of the Tolillar asset, with a focus on maximizing value for shareholders.

 

The Tecpetrol Offer appears to be a transparent attempt to frustrate an ongoing and robust competitive process, at a price significantly below precedent transactions.

 

Accordingly,  Alpha Lithium urges shareholders to take no action and not to deposit any Alpha Lithium shares in relation to the Tecpetrol Offer. Additionally, Alpha Lithium shareholders should not take any action on the Tecpetrol Offer until Alpha Lithium's Special Committee and Board have had the opportunity to fully review the Tecpetrol Offer (including other possible alternatives) in detail and make a formal recommendation to shareholders.

 

The Tecpetrol Offer will remain open until 5:00 pm on September 22, 2023, which will provide ample time for shareholders to reach a decision.

 

Tecpetrol first made an unsolicited non-binding offer on May 15, 2023, which was rejected by the Board after determining the bid to be opportunistic with a low and declining premium to the trading price of the Company's common shares and not in the best interests of Alpha Lithium shareholders.

 

Subsequently on June 2, 2023, Tecpetrol announced its intention of taking the same undervalued bid directly to shareholders via a formal takeover bid to be made by a Canadian subsidiary that did not then exist.

 

  Advisors  

 

Credit Suisse Securities (USA) LLC is serving as the Company's financial advisor, Cozen O'Connor LLP is serving as the Company's legal advisor and McMillan LLP is serving as the Special Committee's legal advisor. Longview Communications & Public Affairs is serving as government and public relations advisor and Kingsdale Advisors is serving as strategic shareholder and communications advisor.

 

  ON BEHALF OF THE BOARD OF Alpha Lithium CORPORATION  

 

  "Brad Nichol"  

 

Brad Nichol
President, CEO and Director

 

  For more information:  
Alpha Lithium Investor Relations
Tel: +1 844 592 6337
relations@alphalithium.com
www.alphalithium.com

 

  About Alpha Lithium (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1)  

 

 Alpha Lithium is a team of industry professionals and experienced stakeholders focused on the development of the Tolillar and Hombre Muerto Salars. In Tolillar, we have assembled 100% ownership of what may be one of Argentina's last undeveloped lithium salars, encompassing 27,500 hectares (67,954 acres), neighboring multi-billion-dollar lithium players in the heart of the renowned "Lithium Triangle". In Hombre Muerto, we continue to expand our 5,000+ hectare (12,570 acres) foothold in one of the world's highest quality, longest producing, lithium salars. Other companies in the area exploring for lithium brines or currently in production include Orocobre Limited, Galaxy Lithium, Allkem Ltd., Livent Corporation, and POSCO in Salar del Hombre Muerto; Orocobre in Salar Olaroz; Eramine SudAmerica S.A. in Salar de Centenario; and Gangfeng and Lithium Americas in Salar de Cauchari.

 

  Forward-Looking Statements  

 

This news release contains forward-looking statements and other statements that are not historical facts, including statements concerning the Tecpetrol Offer and maximizing shareholder value. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the results of further discussions, if any, between the Company, Tecpetrol and other third parties, the ability of the Company to successfully complete the process to explore the potential sale of the Tolillar asset or to do so on a timely basis, global economic conditions and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, include numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

 

No securities regulatory authority has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release.

 

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Tecpetrol Bid and Hombre Muerto Drilling Update

Tecpetrol Bid and Hombre Muerto Drilling Update

 

Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha ") or the (" Company ") announces that TechEnergy Lithium Canada Inc., a subsidiary of Tecpetrol Investments S.L. (" Tecpetrol "), has advised that it has taken-up and acquired 102,692,615 common shares of Alpha, representing approximately 54% of the issued and outstanding Alpha shares, pursuant to its offer (the " Offer ") to acquire Alpha for C$1.48 in cash per share. Tecpetrol advises that they will pay for the tendered shares within three business days.

 

Tecpetrol has further advised that all the conditions to the Offer have been satisfied or waived (including the statutory minimum tender condition), and Tecpetrol has extended the expiry time of the Offer by a mandatory period of 10 days to 5:00 p.m. (Vancouver time) on October 31, 2023.

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TECPETROL ANNOUNCES SUCCESSFUL TAKE-OVER BID TO ACQUIRE CONTROL OF ALPHA LITHIUM CORPORATION AND MANDATORY EXTENSION OF OFFER TO OCTOBER 31, 2023

TECPETROL ANNOUNCES SUCCESSFUL TAKE-OVER BID TO ACQUIRE CONTROL OF ALPHA LITHIUM CORPORATION AND MANDATORY EXTENSION OF OFFER TO OCTOBER 31, 2023

 
 
  •   Tecpetrol has satisfied the statutory minimum tender condition and has taken-up and acquired 54% of the issued and outstanding Alpha shares

     
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  •   Tecpetrol is extending the bid period for an additional 10 days in order to allow remaining minority shareholders to tender to the Offer so that they may promptly receive the offer price and cash-out their investment

     
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  •   Shareholders who have not already tendered are urged to do so immediately to ensure they receive the offer price as there can be no assurance that Tecpetrol will be able to timely complete a subsequent acquisition transaction (if at all)

     
  •  
  •   Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email:    assistance@laurelhill.com    o   r visit https://www.tecpetrol.com/en/investors/alpha-lithium-offer for more information  
  •  

Tecpetrol Investments S.L. (" Tecpetrol "), a member of the Techint Group, announces today that its wholly-owned subsidiary, TechEnergy Lithium Canada Inc., has taken-up and acquired 102,692,615 common shares of Alpha Lithium Corporation (" Alpha "), representing approximately 54% of the issued and outstanding Alpha shares, pursuant to its offer (the " Offer ") to acquire Alpha for C$1.48 in cash per share.  Tecpetrol will pay for the tendered shares within three business days.

 

All of the conditions to the Offer have been satisfied or waived (including the statutory minimum tender condition), and Tecpetrol has extended the expiry time of the Offer by a mandatory period of 10 days to 5:00   p.m. ( Vancouver time) on October 31, 2023 in order to allow the remaining minority shareholders to tender their Alpha shares to the Offer.  No further extensions are contemplated.

 

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Alpha Lithium Reminds Shareholders to Tender their Shares Before October 20th Deadline

Alpha Lithium Reminds Shareholders to Tender their Shares Before October 20th Deadline

 
  •   Alpha recommends that Alpha shareholders tender their shares in advance of the October 20   th   deadline.  
  •  
  •   Alpha's Board and Management have indicated to the Company that they intend to tender to the Revised Tecpetrol Offer.  
  •  
  •   PI Financial Corp. has confirmed that the Revised Tecpetrol Offer is fair to shareholders from a financial point of view.  
  •  
  •   Shareholders that have already tendered do not need to take any further action.  
  •  
  •   Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email:    assistance@laurelhill.com    or visit    https://www.tecpetrol.com/en/investors/alpha-lithium-offer    for more information.  
  •  

Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha ") or the (" Company ") is issuing a reminder to shareholders to tender their shares in advance of the Revised Tecpetrol Offer deadline of 5:00 p.m. (Vancouver time) on October 20, 2023 . Shareholders using a broker may have an earlier cut-off time.

 

To the knowledge of the Company after reasonable inquiry, as of October 17, 2023, each of the directors and officers of Alpha have indicated an intention to tender their shares to the Revised Tecpetrol Offer.

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TECPETROL REMINDS SHAREHOLDERS OF ALPHA LITHIUM CORPORATION TO TENDER THEIR SHARES BEFORE OCTOBER 20TH DEADLINE

TECPETROL REMINDS SHAREHOLDERS OF ALPHA LITHIUM CORPORATION TO TENDER THEIR SHARES BEFORE OCTOBER 20TH DEADLINE

 
 
  •   The Tecpetrol Offer of C$1.48 in cash per share is the only offer to purchase all of the outstanding Common Shares that is currently open for acceptance by shareholders. No other binding offers have been received by Alpha.  
  •  
  •   The Alpha Special Committee and the Board of Directors have unanimously recommended that Alpha shareholders accept the revised and enhanced Offer from Tecpetrol and tender their shares.  
  •  
  •   PI Financial has confirmed that the increased Offer is fair to shareholders from a financial point of view.  
  •  
  •   Shareholders that have already tendered do not need to take any further action.  
  •  
  •   Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email: assistance@laurelhill.com or visit https://www.tecpetrol.com/en/investors/alpha-lithium-offer for more information.  
  •  

Tecpetrol Investments S.L. (" Tecpetrol ") today issued a reminder to shareholders of Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha ") to tender their shares in advance of the Offer deadline of 5:00 p.m. (Vancouver time) on October 20, 2023 . Shareholders using a broker may have an earlier cut-off time and are urged to tender their shares immediately.

 

On September 28, 2023 , the Board of Directors of Alpha, based on the unanimous recommendation of the Special Committee and after receiving a positive independent fairness opinion from PI Financial Corp., publicly announced its unanimous recommendation that shareholders tender their shares to the enhanced Tecpetrol Offer of C$1.48 in cash per share. Since then, a significant number of shares have been tendered to the Offer.   As previously disclosed, the Offer represents Tecpetrol's best and final offer to Alpha shareholders. No further extensions are contemplated   .

 

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TECPETROL URGES ALPHA LITHIUM SHAREHOLDERS TO TENDER AS SOON AS POSSIBLE, FOLLOWING POSITIVE RECOMMENDATION BY THE ALPHA BOARD OF DIRECTORS AHEAD OF BID DEADLINE OF 3 OCTOBER 2023

TECPETROL URGES ALPHA LITHIUM SHAREHOLDERS TO TENDER AS SOON AS POSSIBLE, FOLLOWING POSITIVE RECOMMENDATION BY THE ALPHA BOARD OF DIRECTORS AHEAD OF BID DEADLINE OF 3 OCTOBER 2023

 
 
  •   Alpha Lithium has announced its Board of Directors recommends that shareholders accept Tecpetrol's offer to acquire Alpha Lithium for a price of C$1.48 per share

     
  •  
  •    Take Prompt Action    – Alpha shareholders must tender their shares in advance of the expiry time of 5:00 p.m. on Tuesday , 3 October 2023  

     
  •  
  •   Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email: assistance@laurelhill.com   
  •  

On 28 September 2023 Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha " or the " Company ") announced that its Board of Directors, based upon the unanimous recommendation of the special committee of independent directors and a positive fairness opinion from PI Financial Corp., recommended that Alpha shareholders accept the enhanced offer from Tecpetrol Investments S.L. (" Tecpetrol ") to acquire all of the issued and outstanding common shares of Alpha at a price of C$1.48 per share in cash (the " Offer "). Tecpetrol welcomes the Board's decision and urges Alpha shareholders to tender their Alpha shares immediately in order to crystallize a significant premium for their shares. All shares must be submitted in advance of 5:00 p.m. ( Vancouver time) on 3 October 2023 . We note that shareholders using a broker will have an earlier expiry and encourage shareholder to submit immediately.

 

 

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Altech Batteries Ltd  Cerenergy Battery Project Funding Progressing Well

Altech Batteries Ltd Cerenergy Battery Project Funding Progressing Well

Perth, Australia (ABN Newswire) - Altech Batteries Limited (ASX:ATC,OTC:ALTHF) (FRA:A3Y) (OTCMKTS:ALTHF) is pleased to announce an update on funding of the CERENERGY(R) sodium-chloride solid-state battery project in Saxony, Germany.

DEBT PROCESS

As previously mentioned, Altech has engaged ten commercial banks and two venture debt funds in the first round of financing discussions, receiving largely positive initial feedback. Based on this feedback, the Company has selected a preferred financial institution- a European bank with a proven track record in providing debt funding for technology-driven projects, particularly those within the innovation sector.

Although the mandate has not yet been formally executed, Altech intends to make an official announcement once this step is complete.

Meanwhile, the bank's commercial and technical teams have been diligently conducting a comprehensive review of the Cerenergy projects and its technology. The technical due diligence process is critical for ensuring that the project meets the bank's financing and risk criteria. As part of this process the onsite Altech experts are in detailed discussions with the bank's representative. The banks have visited Dresden and the Fraunhofer testing facilities and visit Hermsdorf, Germany where the prototype production is located in the coming weeks, which will be a key step in concluding the technical evaluation.

In parallel with these efforts, Altech is progressing discussions for securing a federal government guarantee, which would further strengthen its ability to secure the necessary debt funding for the project. Officials from the Ministry of Finance have already been briefed on the initiative, and the due diligence process for the application is actively underway. This federal guarantee will serve as an underwriter and therewith derisk any debt funding for the project substantially.

EQUITY FUNDING

In parallel with ongoing debt financing efforts, the Group has engaged several equity advisers to assist in securing the equity component of the project's funding package. As part of this strategy, Altech plans to divest a minority interest in the project to one or two strategic investors. This partial divestment is intended to attract investors who can contribute not only capital, but also strategic value, aligning with the CERENERGY(R) project's long-term goals of growth and sustainability.

The Group on one hand is specifically targeting large utility companies, data centre operators, investment funds, and corporations that are deeply committed to the green energy transition and on the other hand industrial partners with access and know-how and resources relevant to Cerenergy battery production, implementation or market access. These potential partners are seen as ideal due to their strong alignment with the project's sustainable energy focus and their ability to provide significant financial support. Progress in equity discussions has been promising, with several Non-Disclosure Agreements (NDAs) signed, enabling deeper engagement with prospective investors. Additionally, draft term sheets have been circulated to interested parties, outlining the key terms and conditions for investment. These documents provide a foundation for negotiations and facilitate more detailed discussions around the equity stake and partnership structure.

The decision to divest part of the project is strategically aimed at easing the Company's financial burden while bringing in experienced partners who can contribute to the project's success. By securing both equity and debt financing, Altech aims to finalize the full funding package, ensuring the timely construction and commissioning of the CERENERGY(R) battery plant. Moving forward, the focus will be on advancing these discussions and converting interest into formal commitments, which are critical for the project's progression.

GRANT APPLICATIONS

Altech has been actively applying for various grants offered by the State of Saxony, Federal Government of Germany, and the European Union. The State of Saxony and Brandenburg, along with the European Union, offer substantial support for renewable energy projects, including grants aimed at converting lignite coal to renewable energy sources. These grants are part of broader efforts to transition regions dependent on fossil fuels toward sustainable energy solutions. Altech's site, located in these areas, stands to benefit from various funding programs designed to support clean energy projects, including EU grants for energy transformation and innovation. Altech has applied for several of these grants to advance its CERENERGY(R) project, securing essential financial backing for technology development, high-tech industries, expert employment and infrastructure upgrades.

OFFTAKE ARRANGEMENTS

Altech has secured three key Offtake Letters of Intent (LOIs) for 100% of its CERENERGY(R) production.

1. Zweckverband Industriepark Schwarze Pumpe (ZISP): An agreement was signed on 13 September 2024 for ZISP to purchase 30 MWh of energy storage capacity annually, consisting of 1MWh GridPacks, for the first five years of production. The purchase is contingent on performance tests and battery specifications meeting customer requirements.

2. Referenzkraftwerk Lausitz GmbH (RefLau): A second LOI was executed with RefLau, a joint venture between Enertrag SE and Energiequelle GmbH. RefLau will buy 30 MWh of CERENERGY(R) storage n the first year, increasing to 32 MWh annually for the next four years. Additionally, Altech will purchase green electricity for its planned production plant.

3. Axsol GmbH: A third LOI was signed with Axsol, a leading renewable energy solutions provider. Axsol will exclusively distribute CERENERGY(R) batteries to the Western defense industry, facilitating early market entry and sales. These agreements are crucial for financing and advancing the CERENERGY(R) project.

 

About Altech Batteries Ltd:  

Altech Batteries Limited (ASX:ATC,OTC:ALTHF) (FRA:A3Y) is a specialty battery technology company that has a joint venture agreement with world leading German battery institute Fraunhofer IKTS ("Fraunhofer") to commercialise the revolutionary CERENERGY(R) Sodium Alumina Solid State (SAS) Battery. CERENERGY(R) batteries are the game-changing alternative to lithium-ion batteries. CERENERGY(R) batteries are fire and explosion-proof; have a life span of more than 15 years and operate in extreme cold and desert climates. The battery technology uses table salt and is lithium-free; cobalt-free; graphite-free; and copper-free, eliminating exposure to critical metal price rises and supply chain concerns.

The joint venture is commercialising its CERENERGY(R) battery, with plans to construct a 100MWh production facility on Altech's land in Saxony, Germany. The facility intends to produce CERENERGY(R) battery modules to provide grid storage solutions to the market.

 

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