Contemporary Amperex Technology Co., Ltd. to acquire Millennial Lithium Corp. in an all-cash offer for C $ 377 million
Vancouver, British Columbia – (Newsfile Corp. – September 28, 2021) – Millennial Lithium Corp. (TSXV: ML) (FSE: A3N2) (OTCQX: MLNLF) (“Millennium“or the”Society“) 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”Ordinary share“) by means of a plan of arrangement (the”CATL arrangement“) for C $ 3.85 per common share (the”Purchase price“), payable in cash, representing a total cash consideration of approximately C $ 377 million.
Prior to entering into the CATL Arrangement Agreement, Millennial terminated its Arrangement Agreement with Ganfeng Lithium Co., Ltd. and 1314992 BC Ltd. (“Ganfeng“) dated July 16, 2021, as amended (the”Ganfeng Arrangement Agreement“), in accordance with its terms.
As reported in its press release issued on September 8, 2021, Millennial has received a non-binding proposal from CATL to acquire all of the issued and outstanding common shares at a price of C $ 3.85 per common share and has informed Ganfeng that this proposal constituted a “Superior Proposal” in accordance with the terms of the Ganfeng Arrangement Agreement. Ganfeng has elected not to exercise its right to match and, therefore, Millennial has terminated the Ganfeng Arrangement Agreement in accordance with its terms and has entered into the CATL Arrangement Agreement The CATL Arrangement represents a premium of approximately 6.9% over the value of the consideration offered under the Ganfeng Arrangement Agreement.
In accordance with market practice in similar transactions and in accordance with the CATL Arrangement Agreement, CATL also reimbursed Millennial for the termination fee of US $ 10 million paid to Ganfeng in connection with the termination of the Arrangement Agreement. of Ganfeng (the “Existing termination amount“).
Benefits for Millennial Shareholders
- Significant premium of approximately 29% over the twenty (20) day average closing price of Cdn $ 2.98 for common shares on the TSX Venture Exchange.
- Offers any cash that is not subject to a financing condition.
- Premium of approximately 6.9% over the price offered under the Ganfeng Arrangement Agreement.
- Voting Assistance with Voting Assistance Agreements made with Millennial directors and senior executives.
- Eliminates the risk of future dilution associated with financing the development of the next phase of the Pastos Grandes project.
Recommendation of the millennium board
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 unanimously approved by the Board of Directors of Millennial (the”Plank“) and the Board recommends that shareholders of Millennial (“Shareholders“) and holders (“Holders of warrants“, and with the Shareholders,”Holders of securities with voting rights“) common share purchase warrants (“Mandates“) vote in favor of the CATL Arrangement. The Special Committee received an oral fairness opinion from Sprott Capital Partners LP (“Sprott“) which provides that the consideration to be received by shareholders under the CATL Arrangement is fair, from a financial point of view, to the shareholders (other than CATL).
Terms and timing of transactions
The CATL Arrangement will be effected by way of a court-approved plan of arrangement under the British Columbia Business Corporations Act and will be subject to the approval of: (i) 662/3% of votes cast by Shareholders; (ii) 662/3% of votes cast by holders of securities with voting rights, voting together as a group; and (iii) a simple majority of the votes cast by the holders of voting securities, excluding for this purpose the votes held by any person required under NI 61-101 – Protection of holders of minority securities in special transactions, at an extraordinary meeting of holders of securities with voting rights scheduled for November 15, 2021 (the “CATL meetingIn addition to the approval of the holders of Voting Securities, the CATL Arrangement is also subject to the receipt of certain regulatory and judicial approvals, including Investment Canada Act approval and other closing conditions customary in transactions of this nature.
The CATL arrangement provides, among other things, for customary board support and non-solicitation covenants, with a “fiduciary exit” that would allow Millennial to accept a higher proposal, subject to a period of ” right of correspondence âin favor of CATL. The CATL Arrangement Agreement also provides, among other things, for (i) a termination fee of US $ 10 million, payable by Millennial to CATL in certain specified circumstances, (ii) reimbursement of Millennial’s existing termination amount to CATL in certain circumstances, (iii) reimbursement of CATL expenses up to $ 500,000 if the CATL Arrangement Agreement is terminated in certain other specified circumstances, and (iv) a reverse termination fee of $ 16 million, escrowed and payable by CATL to Millennial in certain other specified circumstances.
All of the directors and senior officers of Millennial have entered into support and voting agreements pursuant to which they have agreed to exercise the voting rights attached to their common shares in favor of the CATL Arrangement.
Under the CATL Arrangement, the outstanding convertible securities of the Company, including warrants, stock options (“Options“), restricted stock units (“RSU“) and performance share units (“PSU“) will be acquired by the Company and canceled. Holders of warrants will receive cash consideration of Cdn $ 0.30 per entire warrant, and option holders will receive cash consideration equal to the purchase price. less the exercise price of that option. Holders of PSUs and PSUs will receive cash consideration equal to the purchase price for each PSU and PSU held. Pursuant to the CATL Arrangement Agreement, CATL has agreed to ensure that the Company has sufficient working capital to pay the total consideration payable to holders of warrants, Options, RSU and PSU.
Subject to certain conditions, including obtaining regulatory approvals required by the parties, the CATL Arrangement is expected to close in the fourth quarter of 2021 or in January 2022.
Upon closing of the CATL Arrangement, the Common Shares and the Warrants are expected to simultaneously delist from the TSX Venture Exchange.
In light of these developments, Millennial has canceled the special meeting of Voting Securityholders scheduled to be held on September 30, 2021 and plans to call a new meeting on November 15, 2021.
Full details of the CATL Arrangement will be included in a management information circular of Millennial which is expected to be mailed to holders of voting securities in October 2021 and made available on SEDAR under the issuer profile of Millennial at www.sedar.com.
Advisors and advice
Osler, Hoskin & Harcourt LLP and Llinks Law Offices act as legal advisers to CATL.
Credit Suisse Securities (Canada) Inc. is acting as financial advisor to Millennial, and Dentons Canada LLP is acting as legal advisor to Millennial. Sprott is acting as financial advisor to the Special Committee.
About the millennium
MILLENNIAL LITHIUM CORP.
Chairman and Chief Executive Officer and Director
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICES PROVIDER (AS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS COMMUNICATION.
This press release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this press release, the words “anticipate”, “believe”, “estimate”, “expect”, “target,” plan “,” foresee “,” can “,” foresee “and similar words or phrases forward These statements or forward-looking information may relate to the CATL Arrangement, including statements regarding the benefits of the CATL Arrangement to shareholders, the expected date of the CATL meeting and sending of the information circular with regard to CATL Meeting, timetable for completing the CATL arrangement and obtaining the required regulatory and legal approvals, CATL’s expectations with regard to the Pastos Grandes project, accuracy of estimates of Mineral Resources and Mineral Reserves of the Pastos Grandes Project and Ganfeng’s Future Plans and Objectives The Company’s current plans, expectations and intentions with respect to the development of its business and the Pastos Grandes Project may be affected by economic uncertainties arising from the Covid-19 pandemic or by the impact of current financial and other market conditions on its ability to obtain additional funding or funding from the Pastos Grandes project. Such statements represent the Company’s current views with respect to future events and are necessarily based on a number of assumptions and estimates which, although considered reasonable by the Company, are inherently subject to risk. commercial, economic, competitive, political and social, contingencies and uncertainties. Many factors, known and unknown, could cause any results, performance or achievement to differ materially from the results, performance or achievements which are or may be expressed or implied by these forward-looking statements. The Company does not intend, and assumes no obligation, to update such forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other event affecting such statements and information other than those required by laws, rules and regulations.