On 28 September 2023, the Special Committee and Board of Directors of Alpha, after receiving a positive independent fairness opinion from PI Financial Corp., publicly announced their unanimous recommendation that shareholders tender their shares to the Offer . Since then, a significant number of shares have been tendered to the Offer. Tecpetrol has also received feedback from a substantial number of Alpha shareholders expressing their desire to tender their Alpha shares to the Offer, but that they encountered difficulties tendering through their brokers in advance of their brokers' cut-off times on account of the date on which Alpha's unanimous Board support was announced and the Canadian federal holiday on 2 October 2023 . As a result, Tecpetrol has extended the Offer to provide Alpha shareholders who have not yet tendered their shares to the Offer with additional time to do so, taking into account the upcoming Canadian Thanksgiving holiday weekend and anticipated brokers' cut-off times for the extended expiry date.
As previously disclosed, the Offer represents Tecpetrol's best and final offer to Alpha shareholders. No further extensions are contemplated .
Risks of Not Tendering
It is a non-waivable condition of the Offer that there be validly deposited under the Offer more than 50% of the outstanding Alpha shares, excluding Alpha shares owned by Tecpetrol and its joint actors. If this legally required minimum tender condition is not satisfied by the expiry time of 5:00 p.m. ( Vancouver time) on 20 October 2023 , no Alpha shares will be acquired by Tecpetrol and Alpha shareholders will not be able to participate in the Offer.
Shareholders should be aware that if the Offer is not successful, they will face significant risks as Alpha shareholders, as described in Tecpetrol's Notice of Variation and Extension dated 22 September 2023 . Since the announcement of the Offer, comparable lithium developer peers have traded down 43% 1 , while Alpha is up 22% as of 3 October 2023. Tecpetrol believes that Alpha's share price may suffer significant downward pressure if the Offer is not completed.
How to Tender Q&A
Q: How do I tender my Alpha shares?
A: Shareholders whose shares are registered in the name of an investment advisor, stock broker, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer so that the necessary steps can be taken to enable the deposit of such shares under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the expiry time. Shareholders must instruct their intermediaries promptly if they wish to tender.
Registered shareholders who own Alpha Lithium share certificates or DRS statements representing their shares and wish to accept the Offer must properly complete and execute the Letter of Transmittal that accompanied the original take-over bid circular dated 8 June 2023 (printed on YELLOW paper) and deposit it, at or prior to the Expiry Time, together with certificate(s) or DRS Statements representing their Alpha shares and all other required documents, with Laurel Hill Advisory Group, the Depositary and Information Agent, at its office in Toronto, Ontario specified in the Letter of Transmittal in accordance with the instructions set forth in the Letter of Transmittal. These materials are also available on SEDAR+ under Alpha's profile at www.sedarplus.ca .
Q: Who can I call if I have questions or require assistance in tendering my shares?
A: Shareholders who have questions or require assistance in tendering their Alpha shares may contact Laurel Hill Advisory Group, the Depositary and Information Agent for the Offer, by telephone toll-free inside North America at 1-877-452-7184 , or outside North America at 1-416-304-0211, or by email at assistance@laurelhill.com .
Q: What is the deadline for me to instruct my broker to tender my Alpha shares?
A: The Offer has been extended and is now open for acceptance until 5:00 p.m. ( Vancouver time) on 20 October 2023 . Shareholders whose shares are registered in the name of an investment advisor, stock broker, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer so that the necessary steps can be taken to enable the deposit of such shares under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the expiry time . Shareholders must instruct their intermediaries promptly if they wish to tender.
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| 1 | Lithium developer peers include Argosy Minerals, Galan Lithium, Lake Resources, Lithium Chile, Lithium South, Standard Lithium and Vulcan Energy. |
Additional Offer Details
Tecpetrol will be filing a Second Notice of Extension in respect of the extension of the expiry time to 5:00 p.m. ( Vancouver time) on 20 October 2023 that will be available on SEDAR+ under Alpha's profile at www.sedarplus.ca and will be mailed to Alpha shareholders in accordance with applicable law. Tecpetrol encourages Alpha shareholders to read the full details of the Offer and other important information set forth in the Second Notice of Extension, which should be read in conjunction with the take-over bid circular dated 8 June 2023 , the notice of variation and extension dated 22 September 2023 and related offer documents. These materials, which contain information on how to tender to the Offer, are available on SEDAR+ under Alpha's profile at www.sedarplus.ca .
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. For additional information on Tecpetrol, please visit its website at https://www.tecpetrol.com/en .
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, please visit its website at https://www.techintgroup.com/en .
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 relating to the Offer; the ability of Tecpetrol to complete the transactions contemplated by the Offer; the results, effects, mechanics, timing and completion of the Offer; the satisfaction or waiver of the conditions to consummate the Offer (including the statutory minimum condition); the likelihood that the price of the Alpha shares will decline back to pre-Offer levels if the Offer is not successful; and intentions to not further extend the expiry time of the Offer.
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 the Offer to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information include, without limitation: that the conditions of the Offer may not be satisfied or waived by Tecpetrol at the expiry of the Offer period; the ability of Tecpetrol to acquire a majority of the outstanding Alpha shares, excluding those shares beneficially owned, or over which control or direction is exercised, by Tecpetrol or any of its joint actors; the decision by Tecpetrol to further extend or not extend the expiry time of the Offer; and the pendency or completion of the Offer or any subsequent transaction. Forward-looking information in this news release is based on Tecpetrol's beliefs and opinions 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.
Disclaimers
This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The Offer has been made solely by, and subject to the terms and conditions set out in, the formal Offer and Circular (as amended), letter of transmittal and notice of guaranteed delivery. The Offer has not be made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.
The Offer has been made for the securities of a Canadian company that does not have securities registered under section 12 of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the Offer is not subject to section 14(d) of the U.S. Exchange Act or Regulation 14D or Rule 14e-1 of Regulation 14E. The Offer has been made in the United States with respect to securities of a "foreign private issuer", as such term is defined in Rule 3b -4 under the U.S. Exchange Act, in accordance with Canadian corporate and securities law requirements. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to tender offers under the U.S. Exchange Act and the rules and regulations promulgated thereunder.
The Offer and all contracts resulting from acceptance thereof are and will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Accordingly, the provisions of the German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz) do not apply to the Offer.
None of the United States Securities and Exchange Commission, any United States state securities commission or the German Federal Financial Supervisory Authority has approved or disapproved (or will approve or disapprove) the Offer, or passed (or will pass) any comment upon the fairness or the merits of the Offer or upon the adequacy or completeness of the information contained in this news release or in any other document relating to the Offer. Any representation to the contrary is unlawful.
SOURCE Tecpetrol
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