From the Wires
Talison Lithium Response to Tianqi Proposal
By: Marketwired .
Nov. 21, 2012 08:08 AM
PERTH, WESTERN AUSTRALIA -- (Marketwire) -- 11/21/12 -- Talison Lithium Limited ("Talison" or the "Company") (TSX:TLH) advises that the board of Talison has formally considered the conditional, non-binding proposal announced by Chengdu Tianqi Industry (Group) Co., Ltd ("Tianqi") on November 19, 2012 which involves a potential scheme of arrangement to acquire all of the shares in Talison which Tianqi does not already own at a cash price of C$7.15 per share.
The Talison board has determined that to meet its fiduciary duties it will engage with Tianqi and its advisers to determine if the Tianqi proposal represents a "Superior Proposal" as that term is defined in the Rockwood Scheme Implementation Agreement which forms part of the documentation previously sent to Talison shareholders.
A "Superior Proposal" is a Competing Proposal which the Talison board determines in good faith would, if completed, be more favourable to Talison shareholders after taking into account all aspects of the proposal including:
a. the value of the consideration payable under the Competing Proposal; b. the likelihood of conditions attached to the Competing Proposal being satisfied and the level of certainty in relation to funding of the Competing Proposal; and c. the likely timing required to implement the Competing Proposal.
Talison notes that the meeting to consider and vote on the Scheme of Arrangement with Rockwood is scheduled to be held on November 29, 2012. If Talison decides to adjourn the meeting, an announcement is expected to be made to the market on or before November 23, 2012.
Ahead of further announcements, the Talison board notes that:
1. There can be no certainty that Talison will enter into a transaction giving effect to the conditional, non-binding Tianqi proposal. 2. Rockwood has received notification from the Australian Foreign Investment Board (FIRB) that it has no objections to its proposed acquisition of Talison. 3. Rockwood has declared its offer of C$6.50 per share as its best and final offer. 4. The Scheme Implementation Agreement with Rockwood remains in effect and binding on both Talison and Rockwood. 5. The Talison board has not changed its unanimous recommendation that Talison Securityholders vote in favour of the Scheme with Rockwood.
Talison is a leading global producer of lithium and has been supplying a global customer network from the Greenbushes Lithium Operations in Western Australia for over 25 years. In anticipation of sustained growth in lithium consumption, driven primarily by the secondary lithium battery market, Talison has doubled its production capacity at the Greenbushes Operations.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release, including any information as to Talison's mineral reserve and mineral resource estimates, strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, may constitute "forward-looking information" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, constitute forward-looking information. Forward-looking information can often, but not always, be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words, or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.
Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Talison, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such factors, estimates and assumptions include, but are not limited to: anticipated financial and operating performance of Talison, its subsidiaries and their respective projects; Talison's market position; future prices of lithium or lithium concentrates; estimation of mineral reserves and mineral resources; realization of mineral reserve and mineral resource estimates; timing, amount and costs of estimated future production; grade, quality and content of concentrate produced; sale of production; capital, operating and exploration expenditures; costs and timing of the expansion of the Greenbushes Lithium Operations; exploration and development of the Salares 7 lithium project; costs and timing of future exploration; requirements for additional capital; government regulation of exploration, development and mining operations; environmental risks; reclamation and rehabilitation expenses; title disputes or claims; absence of significant risks relating to Talison's mining operations; the costs of Talison's hedging policy; sales risks related to China; currency; interest rates, and limitations of insurance coverage. While Talison considers these factors, estimates and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect and actual results may vary.
Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Talison and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risk factors include, among others, those described in the unaudited condensed consolidated interim financial statements of Talison as at September 30, 2012 and for the three months ended September 30, 2012 and under the heading "Risk Factors" in the annual information form of Talison for the year ended June 30, 2012 dated September 26, 2012, each of which can be found on Talison's SEDAR profile at www.sedar.com. While Talison considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect and actual results may vary.
Although Talison has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this press release based on the opinions and estimates of management on the date statements containing such forward-looking information are made. Except as required by law, Talison disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
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