AVL Increases Scheme Consideration to Best and Final Proposal

Australian Vanadium Limited (ASX: AVL) (AVL) and Technology Metals Australia Limited (ASX: TMT) (TMT) are pleased to announce AVL has increased the total consideration offered under the scheme of arrangement (Scheme) announced on 25 September 2023 (Announcement Date) from 12 AVL shares for every 1 TMT share (Original Scheme Consideration) to 14 AVL shares for every 1 TMT share (Revised Scheme Consideration).

Based on the closing price of AVL Shares on 8 December 2023 (being the last date that AVL and TMT shares traded prior to this announcement), the implied value of the Revised Scheme Consideration is $0.308 per TMT share which represents a premium of 43.3% to the closing TMT share price of $0.215 per TMT share on 8 December 2023.

Based on the Revised Scheme Consideration, if the Scheme is implemented, TMT shareholders will hold approximately 42% of the merged group, gaining greater exposure to the unique opportunity to realise operational and corporate synergies through creating a single integrated project.

AVL has confirmed the Revised Scheme Consideration is its best and final proposal as to consideration under the Scheme and AVL will not increase the consideration further, subject to no competing proposal for TMT emerging.

TMT Board Recommendation

The TMT board of directors (TMT Board) unanimously recommends that TMT shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the independent expert continuing to conclude that the Scheme is in the best interests of TMT shareholders. Subject to those same qualifications, each TMT director intends to vote all TMT Shares they control in favour of the Scheme. As at the date of this announcement, the TMT Board collectively holds 1.3% of TMT shares.

The full reasons for the TMT Board’s recommendation are set out in TMT’s scheme booklet dated 5 December 2023 (Scheme Booklet). The Scheme Booklet also includes a copy of the independent expert’s report.

Supplementary Scheme Booklet

The Scheme Implementation Deed and the Scheme have been amended to reflect the Revised Scheme Consideration and a copy of the amending deed is attached. A supplementary Scheme Booklet, which will be released to the ASX and sent to TMT shareholders as soon as practicable, will provide further detail about the increased scheme consideration and related matters.

Voting on the Scheme

TMT is pleased to advise that shareholders who have not previously provided positive voting intention statements representing approximately 12.9% of the TMT shares on issue have provided written statements confirming their intention to vote the TMT shares they hold or control in favour of the revised Scheme, subject to no superior proposal emerging and the independent expert continuing to opine that the Scheme is in the best interests of the TMT shareholders. This is in addition to support statements previously received by TMT of approximately 26% as announced by TMT on 26 September 2023.

Further details regarding these statements and other information (including how to vote) will be contained in the supplementary scheme booklet to be despatched to shareholders in due course (“Supplementary Scheme Booklet”).

Click here for the full ASX Release

This article includes content from Australian Vanadium, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.