Lithium Americas Corp (LAAC)

[John-Knee]

Lithium Americas Makes Offer to Acquire Millennial Lithium
2021-11-01 08:23:19 AM ET (GlobeNewswire)
   
Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) ("Lithium Americas" or the "Company") is pleased to announce that it has submitted an unconditional offer to Millennial Lithium Corp. ("Millennial") to acquire all of the outstanding shares (each, a "Common Share") of Millennial (the "Offer"). Under the terms of the Offer, on closing, each Millennial shareholder ("Millennial Shareholder") will receive C$4.70 per Common Share, payable in Lithium Americas common shares and C$0.001 in cash per Common Share (the "Purchase Price"), representing total consideration of approximately US$400 million. Based on the Company's closing price on October 29, 2021, this consideration would result in Millennial Shareholders owning approximately 9.9% of Lithium Americas.

"In proximity to Cauchari-Olaroz, Millennial's 100%-owned Pastos Grandes lithium brine project represents an attractive regional growth opportunity for Lithium Americas," said Jonathan Evans, President and CEO. "As we bring Cauchari-Olaroz into production over the next year and continue to advance our Stage 2 expansion planning, the addition of this highly complementary lithium brine resource further enhances our long-term growth strategy in Argentina and leverages our technical and development expertise."

The board of directors of Millennial (the "Millennial Board"), after consultation with Millennial's financial and legal advisors, and after considering a recommendation from the Special Committee of the Millennial Board, has unanimously determined that the Offer constitutes a "Superior Proposal" in accordance with the terms of the arrangement agreement between Millennial and Contemporary Amperex Technology Co., Ltd. ("CATL") dated September 28, 2021, as assigned and amended on October 12, 2021 (the "CATL Agreement").

In accordance with the CATL Agreement, Millennial has notified CATL that it considers the Offer to be a Superior Proposal and that the ten business day matching period (the "Matching Period") has commenced, during which CATL has the right, but not the obligation, to propose to amend the terms of the CATL Agreement in order for the Offer to cease to be a Superior Proposal (the "Match Right"). The Matching Period expires at 4:30 p.m. (Pacific Time) on November 16, 2021.

Benefits to Millennial Shareholders

Benefits to Lithium Americas Shareholders

Transaction Details

The Offer provides that Lithium Americas will, subject to certain conditions, reimburse Millennial for the termination fee of US$20 million payable to CATL if the CATL Agreement is terminated. Under the terms of the Offer, Millennial will pay Lithium Americas a termination fee of US$20 million in certain specified circumstances and Lithium Americas will pay Millennial a reverse termination fee of US$20 million, to be held in escrow, in certain specified circumstances.

The board of directors of Lithium Americas has unconditionally authorized and approved the Offer (with the representative of Ganfeng Lithium Co., Ltd. on the board recused).

Further details of the Offer will be provided following the Matching Period if CATL does not exercise its Match Right, and the Offer enters into a definitive agreement by Millennial with Lithium Americas.

Advisors and Counsel

Greenhill & Co. Canada Ltd. is acting as financial advisor to Lithium Americas, and Cassels Brock & Blackwell LLP is acting as Lithium Americas' 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 Inc. is acting as financial advisor to the Special Committee.

ABOUT LITHIUM AMERICAS

Lithium Americas is a development-stage company with projects in Jujuy, Argentina and Nevada, United States. The Company trades on both the Toronto Stock Exchange and on the New York Stock Exchange, under the ticker symbol "LAC".