- Ganfeng will acquire all of the outstanding common shares of Millennial for C$3.60 per share for a total cash consideration of approximately C$353 million
- The premium to the current share price offered by Ganfeng brings a significant value to the Millennial shareholders
- Directors and officers of Millennial, as well as Millennial’s largest shareholder, have agreed to vote in favour of the arrangement
- The arrangement is expected to close in the fourth quarter of 2021
- Upon closing, the securities of Millennial are expected to be delisted from the TSXV
Millennial Lithium (ML) and Ganfeng Lithium have entered into a definitive arrangement agreement.
Ganfeng, through a British Columbia subsidiary, will acquire all of the outstanding common shares of Millennial for C$3.60 per share for a total cash consideration of approximately C$353 million.
Farhad Abasov, President and Chief Executive Officer of Millennial, commented on the transaction.
“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 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, added,
“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
- A significant premium of approximately 21% over the twenty (20) day average closing price of $2.98 for the Common Shares on the TSX Venture Exchange.
- An all-cash offer that is not subject to a financing condition.
- Voting support with voting support agreements entered into with directors and senior officers of Millennial and with Millennial’s largest shareholder representing an aggregate of approximately 17% of outstanding common shares.
- Removes future dilution risk associated with funding development of next phase of Pastos Grandes Project.
After consultation with its financial and legal advisors, and on the unanimous recommendation of a special committee of directors, the agreement has been approved unanimously by the board of directors of Millennial. 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 is fair.
The arrangement will be effected by way of a court-approved plan of arrangement and will be subject to the approval of two-thirds of votes cast by shareholders and warrant holders. In addition to security holder approval, the arrangement is also subject to the approval of relevant authorities in the People’s Republic of China, Investment Canada Act approval, and other closing conditions.
The agreement provides for a termination fee of US $10 million, payable by Millennial to Ganfeng, the reimbursement of Ganfeng’s expenses up to US $500,000if the agreement is terminated and a reverse termination fee of US $16 million, held in escrow and payable by Ganfeng to Millennial in certain specified circumstances.
Directors and officers of Millennial, as well as Millennial’s largest shareholder, have agreed to vote in favour 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. Warrant holders 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. Holders of RSUs and PSUs will receive cash consideration equal to the purchase price.
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 delisted from the TSX Venture Exchange.
Ganfeng is one of the largest producers of lithium.
Millennial Lithium Corp is engaged in the business of acquisition, exploration and development of lithium mineral properties.
Millennial Lithium Corp. (ML) opened trading at C$3.47 per share.
