Millennial Lithium Corp. (TSX-V: ML) (FSE: A3N2) (OTCQB: MLNLF) and Ganfeng Lithium Co., Ltd. (HK: 1772 ) (OTCQX: GNENF) are pleased to announce that they have entered into a definitive arrangement agreement, dated July 16, 2021 pursuant to which Ganfeng, through a British Columbia subsidiary, will acquire all of the outstanding common shares of Millennial by way of a plan of arrangement, for CAD $3.60 per Common Share in cash representing total cash consideration of approximately C$353 million.
Farhad Abasov, President and Chief Executive Officer of Millennial, commented:
“Millennial is pleased to receive this offer from Ganfeng, one of the largest lithium producers. Millennial’s board and management believe that the Arrangement provides a very attractive opportunity for Millennial’s shareholders to realize full liquidity at a substantial premium to the current share price. The Arrangement firmly validates the efforts of the Millennial team in the past four years: advancing the Pastos Grandes Project through exploration to resource estimate, PEA, DFS and ultimately a highly successful pilot pond and plant operations where we have (as described in our news release of April 21, 2021) achieved 99.96% purity battery grade lithium carbonate production. Ganfeng would bring significant technical lithium expertise to Pastos Grandes gained through their partnership with Lithium Americas Corp. at Cauchari and other projects worldwide. The premium to the current share price offered by Ganfeng brings a significant value to the Millennial shareholders. We thank all our shareholders for their support all these years. I would also like to thank our board and its Chair, Graham Harris, who is also the founder of Millennial, for their solid support.”
Li Liang Bin, Chairman and President of Ganfeng, commented:
“Millennial’s 100%-owned Pastos Grandes Project is an attractive, advanced stage lithium project and is in our view highly complementary to our existing footprint in Argentina. We commend Millennial on their achievements to date and we look forward to working closely with stakeholders and local communities in Argentina to deliver a lithium operation that will benefit the regional economy.”
Benefits to Millennial Shareholders
Millennial Board of Directors’ Recommendation
After consultation with its financial and legal advisors, and on the unanimous recommendation of a special committee of directors of Millennial, the Arrangement Agreement has been approved unanimously by the board of directors of Millennial and the Board recommends that Millennial shareholders vote in favour of the Arrangement. The Special Committee has received a fairness opinion from Sprott Capital Partners LP which states that the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders (other than Ganfeng).
Transaction Conditions and Timing
The Arrangement will be effected by way of a court-approved plan of arrangement under the British Columbia Business Corporations Act and will be subject to the approval of: (i) 662/3% of votes cast by Shareholders; (ii) 662/3% of votes cast by Shareholders and holders of Common Share purchase warrants, voting together as a group; and (iii) a simple majority of the votes cast by Shareholders excluding for this purpose the votes held by any person required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, at a special meeting of Voting Securityholders expected to be held in September 2021. In addition to Voting Securityholder approval, the Arrangement is also subject to the receipt of certain regulatory and court approvals, including approval by relevant authorities in the People’s Republic of China and Investment Canada Act approval, and other closing conditions customary in transactions of this nature.
The Arrangement provides for, among other things, 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 Ganfeng. The Arrangement Agreement also provides for (i) a termination fee of US $10 million, payable by Millennial to Ganfeng in certain specified circumstances, (ii) the reimbursement of Ganfeng’s expenses up to US $500,000 if the Arrangement Agreement is terminated in certain other specified circumstances, and (iii) a reverse termination fee of US $16 million, held in escrow and payable by Ganfeng to Millennial in certain other specified circumstances.
Directors and officers of Millennial, as well as Millennial’s largest shareholder, have entered into support and voting agreements pursuant to which they have agreed to vote their Common Shares in favour of the Arrangement.
As part of the Arrangement, outstanding Company convertible securities, including the Warrants, stock options, restricted share units and performance share units will be acquired by the Company and cancelled. The holders of Warrants will receive cash consideration of $0.30 per whole Warrant, and the holders of Options will receive cash consideration equal to the Purchase Price less the exercise price of such Option. Holders of RSUs and PSUs will receive cash consideration equal to the Purchase Price.
Subject to certain conditions, including the parties obtaining the requisite regulatory approvals, the Arrangement is expected to close in the fourth quarter of 2021.
Upon closing of the Arrangement, the securities of Millennial are expected to be concurrently delisted from the TSX Venture Exchange.
Full details of the Arrangement will be included in a management information circular of Millennial that is expected to be mailed to Voting Securityholders by the end of August 2021 and made available on SEDAR under the issuer profile of Millennial at www.sedar.com.
Advisors and Counsel
Gowling WLG (Canada) LLP is acting as Ganfeng’s legal advisor.
Credit Suisse Securities (Canada) Inc. is acting as financial advisor to Millennial, and Dentons Canada LLP is acting as Millennial’s legal advisor. Sprott is acting as financial advisor to the Special Committee.
Ganfeng is one of the largest producers of lithium. Ganfeng’s operations are vertically integrated, encompassing all critical stages of the value chain, including upstream lithium extraction, midstream lithium compounds and metals processing as well as downstream lithium battery production and recycling. Ganfeng has one of the most comprehensive product offerings split into five major categories of more than 40 lithium compounds and metals products.
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We acknowledge the [financial] support of the Government of Canada.