PERTH, WESTERN AUSTRALIA--(Marketwire - Oct. 26, 2012) - On August 23, 2012, Talison Lithium Limited ("Talison" or the "Company") (TSX:TLH) announced that it had entered into a Scheme Implementation Agreement ("SIA") with Rockwood Holdings, Inc. ("Rockwood") under which it was proposed that Rockwood, or a wholly-owned entity of Rockwood, would acquire 100% of the ordinary shares in the capital of Talison ("Shares") for cash consideration of C$6.50 per share by way of a Scheme of Arrangement ("Share Scheme").
The SIA entered into by Talison and Rockwood also proposed that Rockwood would acquire 100% of the options to acquire Shares ("Options") through an option scheme of arrangement ("Option Scheme") for cash consideration of C$6.50 per Option less the exercise price for that Option (together, the "Schemes").
The Share Scheme Meeting and the Option Scheme Meeting
The Federal Court of Australia has ordered the convening of a meeting of shareholders of Talison to consider the Scheme ("Share Scheme Meeting").
The Share Scheme Meeting is to be held on November 29, 2012 at the Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia, Australia at 10.00 am.
The Option Scheme Meeting is to be held on November 29, 2012 at the Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia, Australia at 10.30 am or immediately after the conclusion of the Share Scheme Meeting, whichever is later.
Scheme Booklet and Independent Expert Report
The Court has also approved the issue of the Scheme Booklet to be sent to Talison Shareholders and Talison Optionholders. The Scheme Booklet explains the terms of the Schemes, and the manner in which the Schemes will be considered and implemented (if approved). Notices of the Scheme Meetings are included as Annexures H and I to the Scheme Booklet.
In accordance with Australian procedure, Ernst & Young Transaction Advisory Services Limited was appointed as the Independent Expert to opine on whether the Scheme and the Option Scheme are in the best interests of Talison Shareholders and Talison Optionholders respectively.
The Independent Expert has concluded that the Schemes are fair and reasonable and in the best interests of Talison Shareholders and Talison Optionholders, in the absence of a superior proposal. The full Independent Expert's Report is included as Annexure A to the Scheme Booklet.
In addition, the Board of Directors of Talison has received an opinion from Macquarie Capital Canada that, as of the date of that opinion and subject to the various assumptions, explanations and limitations in that opinion, as well as other matters it considered relevant, the cash consideration to be received by Talison Shareholders is fair from a financial point of view. The full Fairness Opinion is included as Annexure B to the Scheme Booklet.
The Scheme Booklet has been registered by the Australian Securities and Investments Commission, as required by the Corporations Act 2001 (Cth).
The Scheme Booklet is available on SEDAR and on Talison's website.
In addition, the Scheme Booklet will be mailed to Talison Shareholders and Talison Optionholders on or about November 6, 2012.
Talison Shareholders and Talison Optionholders should carefully read the Scheme Booklet in its entirety and the materials accompanying it before deciding whether or not to vote in favour of the Schemes.
Recommendation of Directors
The Talison Directors have carefully considered the Schemes and unanimously recommend that, in the absence of a superior proposal, Talison Shareholders and Talison Optionholders vote in favour of the respective Scheme(s). Each of the Talison Directors intends to vote all Shares and Options held by them in favour of the Schemes. The full reasons for this recommendation are set out in the Scheme Booklet.
Support of Resource Capital Funds
Resource Capital Fund IV L.P. and Resource Capital Fund V L.P. (collectively, the "RCF Funds"), together having a 36.8% shareholding interest in Talison, have each confirmed to Talison that, in the absence of an offer which the RCF Funds determine is superior, they support the Scheme and intend to vote all of their Shares in favour of the Scheme.
|October 29, 2012||Record Date for Notice of Meeting|
|October 29, 2012||Beneficial Ownership Determination Date|
|November 6, 2012||Dispatch of Scheme Booklet to Talison Securityholders|
|November 27, 2012||Voting Record Date|
|November 29, 2012||Scheme Meetings|
|If the Schemes are approved, the expected timetable for Implementation is:|
|December 4, 2012||Hearing of the Federal Court of Australia to approve the Schemes|
|December 4, 2012||Date on which the Schemes will take effect|
|December 5, 2012||Last day of trading of Talison Shares on TSX|
|December 7, 2012||Record date for determining Talison Securityholders entitled to receive the Scheme Consideration|
|December 14, 2012||Expected date for payment of the Scheme Consideration|
|*The above dates are indicative only and are subject to change.|
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 Scheme Booklet, the Audited Annual Report of Talison and the related notes thereto as at June 30, 2012 and for the three and twelve months ended June 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.