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Chengdu Tianqi subsidiary acquires stake in Talison Lithium

TORONTO, Nov. 12, 2012 /CNW/ - Chengdu Tianqi Industry Group Co., Ltd. ("Tianqi") today announced that its wholly-owned subsidiary Windfield Holdings Pty Ltd. ("Windfield") has acquired, and agreed to acquire, an aggregate of 17,143,422 ordinary shares ("Shares") of Talison Lithium Limited ("Talison"), representing 14.99% of the issued and outstanding Shares, calculated on a non-diluted basis.  This is made up of 11,343,522 Shares already owned by Windfield and a further 5,799,900 Shares, representing 5.07% of issued Shares (calculated on a non-diluted basis), which are the subject of an agreement that Windfield has entered into for the purchase of such Shares at a price of C$6.50 per Share, subject to certain price adjustments and subject to the condition that Windfield, or a related party, announces an intention to make offers under a takeover bid for, or a proposal for a scheme of arrangement to acquire, Shares in Talison at a price higher than C$6.50 per Share.

Windfield acquired the Shares and entered into the agreement to acquire such further Shares in connection with its current intention to submit a proposal to Talison under which Windfield would acquire all of the Shares that it does not already own by way of a scheme of arrangement.  Windfield may acquire additional Shares prior to submitting any such proposal.  It is intended that such proposal would be submitted to Talison prior to the Talison shareholder meeting to consider the proposed scheme of arrangement involving Rockwood Holdings, Inc. (the "Rockwood Scheme").  While Windfield has not yet finalised the price under any such proposal, if the proposal is made, the price would be higher than contemplated under the proposed Rockwood Scheme.  Any proposal may be subject to certain conditions, including necessary regulatory approvals, financing on appropriate terms, satisfactory confirmatory due diligence and entry into a definitive scheme implementation agreement with Talison.  There can be no assurances that a proposal will be submitted to Talison or, if submitted, that its conditions will be satisfied.  This announcement does not constitute an offer for or solicitation of Shares in any jurisdiction.

Tianqi, via its subsidiary Sichuan Tianqi Lithium Industries, Inc ("Tianqi Lithium"), is the world's largest hard rock lithium converter. With over ten years experience in the research, production and sales of lithium chemicals, Tianqi Lithium offers a diverse portfolio of products ranging from carbonate to lithium metals, in order to meet almost all kinds of raw material demands from battery producers. Tianqi Lithium holds a significant market share and is one of the most important raw material providers for the clean energy industry in China.

Tianqi has enjoyed a strong and mutually beneficial relationship with Talison and its predecessors since 1997.  Tianqi (through subsidiaries) currently purchases approximately 40% of the chemical grade lithium concentrate produced by Talison and is the sole distributor in China of Talison's technical grade lithium concentrate.

An early warning report will be filed on SEDAR and will be available for review at www.sedar.com under Talison's profile.

Tianqi's financial adviser is RedBridge Grant Samuel and its legal advisers are Linklaters in China, Allens in Australia and Stikeman Elliott in Canada.

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 equipment.

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: http://www.tianqigroup.cn/en/Index/aboutus.html

SOURCE Chengdu Tianqi Industry Group Co., Ltd

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