Chengdu Tianqi agrees to acquire Talison Lithium

TORONTO, Dec. 6, 2012 /CNW/ - Chengdu Tianqi Industry (Group) Co., Ltd. 
("Tianqi") today announced that Windfield Holdings Pty Ltd ("Windfield"), a 
wholly-owned subsidiary of Tianqi, has entered into a definitive agreement 
with Talison Lithium Limited ("Talison") to acquire all of the shares in 
Talison that it does not already own in an all cash transaction at a price of 
C$7.50 per share, by way of a scheme of arrangement (the "Transaction"). The 
aggregate consideration to be paid to Talison securityholders under the 
Transaction is approximately C$847 million. 
Tianqi's Transaction has the full backing of Talison's board of directors, who 
have unanimously recommended the Transaction to Talison's shareholders. The 
Shareholder Meeting to approve the Scheme of Arrangement is expected to be 
held in late February, 2013. 
In addition, Talison's largest shareholders, Resource Capital Fund IV L.P. and 
Resource Capital Fund V L.P. (collectively, the "RCF Funds"), have each 
confirmed to Talison that, in the absence of an offer which the RCF Funds 
determine is superior, each of the RCF Funds intend to vote in favour of the 
Tianqi Share Scheme in respect of the Talison Shares held by them at the 
relevant time . 
Tianqi intends to finance the acquisition using existing cash on its balance 
sheet and new debt financing. Commitment letters have been obtained in 
relation to the external financing and Tianqi is currently seeking to 
negotiate binding loan agreements. Talison's obligations under the agreement 
with Tianqi are dependent on Tianqi being able to complete binding financing 
documentation on satisfactory terms prior to the Scheme Meeting. A deposit 
amount of US$25 million has been lodged by Tianqi, as a reverse break fee, in 
an escrow account as a sign of confidence in Tianqi's ability to complete the 
Commenting on the transaction, Tianqi's chairman, Mr Weiping Jiang, said 
"Tianqi looks forward to partnering with Talison's strong management team to 
successfully grow and add value to Talison's existing business, including 
through continued product innovation and enhanced sales channels. I am 
confident that together, Tianqi and Talison can better serve the existing 
customers of both companies and encourage the increased adoption of hard-rock 
Tianqi's financial adviser is RedBridge Grant Samuel. Its legal advisers are 
Linklaters and ZhongLun in China, Allens in Australia and Stikeman Elliott in 
Further Information About Tianqi: 
Tianqi is a privately held Chinese company founded in 2003. Its business 
activities are primarily conducted through the following subsidiaries: 

    --  Sichuan Tianqi Lithium Industries, Inc. - a Chinese company
        listed on the Shenzhen Stock Exchange, engaged in the
        production of lithium carbonate and other lithium products from
        chemical-grade lithium concentrates sourced from Talison;
    --  Sichuan Tianqi Industry Co., Ltd. - a distributor of technical
        grade lithium concentrates, as the sole distributor for Talison
        in China;
    --  Chengdu Tianqi Machinery - provides spare parts and accessories
        for machinery and electrical equipment used in the
        construction, packing and agriculture sectors; and
    --  Chengdu Sendasun Agricultural Machinery Co., Ltd. - undertakes
        research, development, manufacturing and sales of agricultural

Tianqi and its subsidiaries conduct their operations mainly from China, but 
have customers, business partners and suppliers in various countries around 
the world, including Europe, Australia, the United States and Japan.

More information about Tianqi is available from the following website:

Australia Greg Baxter, Kreab Gavin Anderson +61 2 9552 4499 +61 419 461 368

Canada Joshua Goldman-Brown, Kreab Gavin Anderson +1 646 490 2767  

SOURCE: Chengdu Tianqi Industry Group Co., Ltd

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CO: Chengdu Tianqi Industry Group Co., Ltd
ST: Ontario

-0- Dec/06/2012 14:20 GMT

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