Mr. Farhad Abasov reports
MILLENNIAL LITHIUM CORP. ANNOUNCES RECEIPT OF SUPERIOR PROPOSAL FROM LITHIUM AMERICAS CORP
Millennial Lithium Corp. has received an unsolicited non-binding proposal from Lithium Americas Corp. (LAC) for the acquisition of all of the issued and outstanding common shares of Millennial not already owned by LAC. The board of directors of Millennial, after consultation with the company's financial advisers and outside legal counsel, and after consideration of a recommendation from the special committee of the board, has unanimously determined that the new offer constitutes a superior proposal in accordance with the terms of the arrangement agreement between Millennial and Contemporary Amperex Technology Co. Ltd. (CATL) dated Sept. 28, 2021, as assigned and amended on Oct. 12, 2021.
Pursuant to the terms of the new offer, LAC has offered to acquire the shares from Millennial's shareholders by way of a plan of arrangement at a price of $4.70 per share, payable in common shares in the capital of LAC and 0.1 cent in cash per share. The number of LAC shares to be issued determined by the volume-weighted average trading price (VWAP) of the LAC shares on the Toronto Stock Exchange on the 20 trading days immediately preceding the business day immediately before the closing date, subject to a maximum of 25 per cent of the outstanding LAC shares at closing. The purchase price under the new offer represents a premium of 85 cents per share (or 22.1 per cent) to the consideration offered to Millennial's shareholders pursuant to the CATL agreement and a premium of $1.01 per share (or 27.4 per cent) to the closing market price of the shares as of Oct. 29, 2021.
The new offer provides that LAC will, subject to certain conditions, reimburse the company for the $20-million (U.S.) payable by the company to Canada Brunp Contemporary (Investment) Inc., a subsidiary of CATL, if the CATL agreement is terminated, and that LAC will pay the company a reverse termination fee of $20-million (U.S.) in certain specified circumstances, which amount will be held in escrow. In addition, the new offer provides that the holders of the company's warrants, stock options, broker options, restricted stock units and performance share units will be entitled to receive LAC shares on completion of the arrangement. The new offer also provides for, among other things, (i) customary board support and non-solicitation covenants, with a fiduciary out that would allow Millennial to accept a superior proposal, subject to a right to match period in favour of LAC, (ii) a termination fee of $20-million (U.S.), payable by Millennial to LAC in certain specified circumstances, (iii) the reimbursement of the existing termination amount from Millennial to LAC in certain specified circumstances, and (iv) the reimbursement of LAC's expenses up to $500,000 (U.S.) in certain specified circumstances. The outside closing date for the arrangement under the new offer is Jan. 31, 2022.
Millennial has notified CATL that it considers the new offer to be a superior proposal under the CATL agreement and CATL will have a 10-business-day matching period under the CATL agreement, during which time CATL has the right, but not the obligation, to propose to amend the terms of the CATL agreement in order for the new offer to cease to be a superior proposal. The matching period expires at 4:30 p.m. (Vancouver time) on Nov. 16, 2021.
In connection with the new offer, the board has postponed the previously announced meeting of shareholders and warrantholders of the company to consider and vote on the arrangement contemplated under the CATL agreement from Nov. 15, 2021, to 10 a.m. (Vancouver time) on Nov. 18, 2021, to allow for the expiry of the matching period.
Further details of the new offer will be provided if and when Millennial enters into a definitive agreement with LAC.
As there can be no assurance at this time that the new offer will lead to a termination of the CATL agreement or the execution of a definitive agreement with LAC, the board has not changed its recommendation regarding the CATL arrangement. Securityholders who have questions regarding the CATL arrangement or require assistance with voting may contact the company at email@example.com.
We seek Safe Harbor.
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