- Tecpetrol and Alpha are pleased to announce that they have entered into an agreement regarding a subsequent acquisition transaction under which Tecpetrol will acquire all remaining Alpha shares
- As previously disclosed by Tecpetrol, Tecpetrol's Offer has now expired and Tecpetrol has taken-up and acquired 67.4% of the issued and outstanding Alpha shares
- Alpha also announces that the Alpha board has been reconstituted to include Tecpetrol representatives
Tecpetrol Investments S.L. ("Tecpetrol"), a member of the Techint Group, and Alpha Lithium Corporation (ALLI) (OTC: APHLF) (A3CUW1) ("Alpha") are pleased to announce that Tecpetrol's board-recommended offer (the "Offer") to acquire all of the common shares of Alpha for C$1.48 in cash per share has successfully expired.
Final Offer Results
As previously disclosed by Tecpetrol, an aggregate of 138,566,277 Alpha shares, representing approximately 67.4% of the issued and outstanding Alpha shares, have been taken-up and acquired by TechEnergy Lithium Canada Inc., a wholly-owned subsidiary of Tecpetrol, pursuant to the Offer.
Subsequent Acquisition Transaction
Tecpetrol and Alpha also announce that they have entered into an agreement (the "Acquisition Agreement") providing for the acquisition by Tecpetrol of all of the Alpha shares not acquired pursuant to the Offer (the "Subsequent Acquisition Transaction"). Following completion of the Subsequent Acquisition Transaction, Tecpetrol will own 100% of the Alpha shares and Alpha will be a wholly-owned subsidiary of Tecpetrol.
Subject to the terms of the Acquisition Agreement, Alpha shareholders (other than Tecpetrol) will receive C$1.48 in cash per share pursuant to the Subsequent Acquisition Transaction, the identical consideration offered under the Offer.
The Subsequent Acquisition Transaction will be effected pursuant to the amalgamation of Alpha and a wholly-owned subsidiary of Tecpetrol under the Business Corporations Act (British Columbia) (the "Amalgamation"). The Amalgamation is subject to the approval of a special resolution at a special meeting of Alpha shareholders (the "Meeting") that must be passed by (i) at least two-thirds of the votes cast by Alpha shareholders at the Meeting; and (ii) a simple majority of the votes cast by Alpha shareholders at the Meeting, excluding votes from Alpha shareholders required to be excluded by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (if any). Tecpetrol currently beneficially owns approximately 67.4% of the issued and outstanding Alpha shares, all of which will be counted for both votes. The Alpha board recommends that Alpha shareholders vote FOR the Amalgamation.
Additional information regarding the terms of the Subsequent Acquisition Transaction, the Acquisition Agreement and the Amalgamation will be provided in the management information circular (the "Circular") for the Meeting. It is anticipated that the Circular will be mailed to Alpha shareholders in November 2023 and the Meeting will be held in December 2023. Copies of both the Acquisition Agreement, including the form of amalgamation agreement, and the Circular will be made available on Alpha's issuer profile on SEDAR+ at www.sedarplus.ca.
The Amalgamation is expected to close prior to December 31, 2023, subject to satisfaction or waiver of the conditions under the Acquisition Agreement. Following completion of the Amalgamation, the shares of Alpha will be de-listed from the NEO Exchange and Alpha will make an application to cease to be a reporting issuer under Canadian securities laws. Upon Alpha ceasing to be a reporting issuer, Alpha will no longer be subject to the ongoing continuous disclosure and reporting obligations currently imposed on Alpha as a reporting issuer and will be a private company that is wholly-owned by Tecpetrol.
Governance of Alpha
Following the execution of the Acquisition Agreement, the Alpha Board of Directors was reconstituted to include Tecpetrol representatives, Juan Jose Mata, Jorge Dimópulos and Francisco Grosse. The Alpha board now consists of: Chris Cooper, Jorge Dimópulos, Francisco Grosse, Darryl Jones and Juan Jose Mata. Brad Nichol and Nathan Steinke, Alpha's President & Chief Executive Officer and Chief Financial Officer, respectively, have agreed to remain with Alpha in their capacities as officers for an interim period.
Juan Jose Mata is the Vice President Administration and Finance for Tecpetrol. Jorge Dimópulos is an Executive Vice President, Business Development & Planning in Tecpetrol's Energy Transition. Francisco Grosse is a Senior Manager, Business Development in Tecpetrol's Energy Transition Unit.
Advisors
BMO Capital Markets is serving as financial advisor and Davies Ward Phillips & Vineberg LLP is serving as legal advisor to Tecpetrol. In addition, Crestview Strategy is serving as government relations advisor and Teneo is serving as strategic communications advisor. Laurel Hill Advisory Group is serving as the Depositary and Information Agent for the Offer.
Credit Suisse Securities (USA) LLC is serving as Alpha's financial advisor, Cozen O'Connor LLP is serving as Alpha's legal advisor and McMillan LLP is serving as the legal advisor of Alpha's Special Committee. Longview Communications & Public Affairs is serving as Alpha's government and public relations advisor, and Kingsdale Advisors is serving as Alpha's strategic shareholder and communications advisor.
