Ann: AVL INCREASES SCHEME CONSIDERATION TO BEST & FINAL PROPOSAL, page-38

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Australian Vanadium increases scheme consideration for Technology Metals Australia

Published: 12:10 12 Dec 2023 AEDT
Written by:

John Miller






Australian Vanadium Ltd (ASX:AVL, OTCQB:ATVVF) has increased the total consideration offered under the scheme of arrangement with Technology Metals Australia Ltd (ASX:TMT, OTC:TMAUF) to 14 AVL shares for every one TMT share.

Based on the closing price of AVL shares on December 8, 2023, which was the last date that AVL and TMT shares traded prior to this announcement, the implied value of the revised scheme consideration is $0.308 per TMT share.
This represents a premium of 43.3% to the closing TMT share price of $0.215 per TMT share on December 8, 2023, and is an increase from the 12 shares offered in September 2023.


Greater exposure


Based on the revised consideration, if the scheme is implemented, TMT shareholders will hold approximately 42% of the merged group.
This will provide them with greater exposure to the unique opportunity to realise operational and corporate synergies through creating a single integrated project.
AVL has confirmed the revised scheme consideration is its best and final proposal as to consideration under the scheme and will not increase the consideration further, subject to no competing proposal for TMT emerging.


TMT board recommendation


The TMT Board of Directors has unanimously recommended that TMT shareholders vote in favour of the scheme in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interests of TMT shareholders.
Subject to those same qualifications, each TMT director intends to vote all TMT shares they control in favour of the scheme. As at the date of this announcement, the TMT board collectively holds 1.3% of TMT shares.


Amended deed


The Scheme Implementation Deed and the scheme have been amended to reflect the revised consideration. A supplementary scheme booklet, which will be released to the ASX and sent to TMT shareholders as soon as practicable, will provide further detail about the increased scheme consideration and related matters.
TMT advises that shareholders who have not previously provided positive voting intention statements representing around 12.9% of the TMT shares on issue have provided written statements confirming their intention to vote the TMT shares they hold or control in favour of the revised scheme.


Support totals 38.6%


This is in addition to support statements previously received by TMT of approximately 26% as announced on September 26, 2023, with total support for the scheme now totalling 38.6%.
TMT and AVL encourage all TMT shareholders to cast their vote as soon as possible and in any event prior to the scheme meeting, which is scheduled for Tuesday, January 16, 2024, in Perth.