Published: December 06, 2012
Talison Lithium Recommends Tianqi Proposal
Talison Lithium Limited ("Talison" or the "Company") (TSX:TLH) announces that it has today concluded its discussions with Windfield Holdings Pty Ltd, an Australian incorporated wholly-owned subsidiary of Chengdu Tianqi Industry (Group) Co., Ltd (together "Tianqi") and reached agreement under which it is proposed that Tianqi will acquire the balance of the ordinary shares that it does not already own and options in Talison by way of schemes of arrangement for a cash consideration of C$7.50(1) ("Tianqi Schemes").
-- The Tianqi Schemes constitute a superior proposal(2);
-- C$7.50 cash offer for each Share
-- US$25 million cash deposit paid by Tianqi in an Australian bank as a
reverse break fee
-- Minimal conditions
-- Talison Directors unanimously recommend Tianqi Schemes, in the absence
of a superior proposal
-- Talison and Tianqi have entered into a Scheme Implementation Agreement
("Tianqi SIA") with minimal conditions, subject to Rockwood's 5 business
day matching right
-- Rockwood has a 5 business day right to match, although Talison notes
that on November 20, 2012, Rockwood made a "best and final offer"
statement which, under Australian policy, is expected to limit
Rockwood's ability to increase its offer
-- If the Rockwood SIA terminates, Talison expects to pay Rockwood a C$7
million break fee
To read the complete release at NewsBlaze,
Talison Lithium Recommends Tianqi Proposal,
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