TORONTO, Dec. 6, 2012 /CNW/ - Chengdu Tianqi Industry (Group) Co., Ltd.
("Tianqi") today announced that Windfield Holdings Pty Ltd ("Windfield"), a wholly-owned subsidiary of Tianqi, has entered into a definitive
agreement with Talison Lithium Limited ("Talison") to acquire all of the shares in Talison that it does not already own
in an all cash transaction at a price of C$7.50 per share, by way of a
scheme of arrangement (the "Transaction"). The aggregate consideration to be paid to Talison securityholders
under the Transaction is approximately C$847 million.
Tianqi's Transaction has the full backing of Talison's board of
directors, who have unanimously recommended the Transaction to
Talison's shareholders. The Shareholder Meeting to approve the Scheme
of Arrangement is expected to be held in late February, 2013.
In addition, Talison's largest shareholders, Resource Capital Fund IV
L.P. and Resource Capital Fund V L.P. (collectively, the "RCF Funds"), have each confirmed to Talison that, in the absence of an offer
which the RCF Funds determine is superior, each of the RCF Funds intend
to vote in favour of the Tianqi Share Scheme in respect of the Talison
Shares held by them at the relevant time .
Tianqi intends to finance the acquisition using existing cash on its
balance sheet and new debt financing. Commitment letters have been
obtained in relation to the external financing and Tianqi is currently
seeking to negotiate binding loan agreements. Talison's obligations
under the agreement with Tianqi are dependent on Tianqi being able to
complete binding financing documentation on satisfactory terms prior to
the Scheme Meeting. A deposit amount of US$25 million has been lodged
by Tianqi, as a reverse break fee, in an escrow account as a sign of
confidence in Tianqi's ability to complete the documentation.
Commenting on the transaction, Tianqi's chairman, Mr Weiping Jiang, said
"Tianqi looks forward to partnering with Talison's strong management
team to successfully grow and add value to Talison's existing business,
including through continued product innovation and enhanced sales
channels. I am confident that together, Tianqi and Talison can better
serve the existing customers of both companies and encourage the
increased adoption of hard-rock lithium."
Tianqi's financial adviser is RedBridge Grant Samuel. Its legal advisers
are Linklaters and ZhongLun in China, Allens in Australia and Stikeman Elliott in Canada.
Further Information About Tianqi:
Tianqi is a privately held Chinese company founded in 2003. Its business activities are primarily conducted through the following
Sichuan Tianqi Lithium Industries, Inc. - a Chinese company listed on the Shenzhen Stock Exchange, engaged in
the production of lithium carbonate and other lithium products from
chemical-grade lithium concentrates sourced from Talison;
Sichuan Tianqi Industry Co., Ltd. - a distributor of technical grade lithium concentrates, as the sole
distributor for Talison in China;
Chengdu Tianqi Machinery - provides spare parts and accessories for machinery and electrical
equipment used in the construction, packing and agriculture sectors;
Chengdu Sendasun Agricultural Machinery Co., Ltd. - undertakes research, development, manufacturing and sales of
Tianqi and its subsidiaries conduct their operations mainly from China,
but have customers, business partners and suppliers in various
countries around the world, including Europe, Australia, the United
States and Japan.
More information about Tianqi is available from the following website: www.tianqigroup.cn/en/Index/aboutus.html
SOURCE: Chengdu Tianqi Industry Group Co., Ltd
For further information:
Greg Baxter, Kreab Gavin Anderson
+61 2 9552 4499
+61 419 461 368
Joshua Goldman-Brown, Kreab Gavin Anderson
+1 646 490 2767