LITH - Lithium Technology Corporation and Pacific Lithium Limited Sign Merger
Agreement
PLYMOUTH MEETING, Pa., Jan. 20 /PRNewswire/ -- Lithium Technology
Corporation ("LTC", "the Company") (OTC Bulletin Board: LITH) and Pacific
Lithium Limited (PLL) of New Zealand announced today that they have signed the
definitive merger agreement following approval by LTC's Board of Directors
(see LTC Press Release of October 6, 1999). The merger is subject to the
approval of the LTC shareholders, which will require the filing of a proxy
statement with the S.E.C., and the approval of the PLL shareholders.
Under the terms of the transaction, LTC and PLL would merge into a new
U.S. corporation - Ilion Technology Corporation - concurrent with an Initial
Public Offering (IPO) and Nasdaq listing of Ilion, planned for later this
year. The offering will be made only by means of a prospectus. At the time
of the IPO, LTC's shareholders would exchange their LTC shares for
3,500,000 shares of Ilion stock on a pro-rata basis.
Since the original announcement in October, the merger transaction has
been restructured as a tax free reorganization. According to the original
terms, the merger would have occurred upon LTC shareholder approval and would
have resulted in the transfer of all LTC assets to PLL in exchange for PLL
stock, with the Ilion IPO occurring at a later date. Under the restructuring,
the transfer of assets and technology will occur simultaneously with the Ilion
IPO.
Beginning in October 1999, and until the IPO, PLL has assumed
responsibility for covering all of LTC's operating cash flow requirements. If
the merger is not consummated for any reason, all cash advances from PLL to
LTC will be converted into common stock and except in the event of a PLL
default, warrants and certain licensing and security arrangements.
Ilion is expected to have a unique position in the lithium polymer battery
markets, providing a proprietary vertical integration capability that will
range from ultra high grade lithium materials to reinforced composite battery
structures, high yield thin film manufacturing processes and lithium
recycling. This blending of technologies, capabilities and people will enable
the new company to become a low cost provider of high quality and high
performance lithium polymer battery cells. Targeted end user applications
include the portable electronics market, particularly notebook computers and
PDAs, as well as the rapidly emerging Hybrid Electric Vehicle (HEV) market.
From now until the IPO the two companies are operating as partners in
pursuing lithium polymer battery opportunities worldwide, with LTC serving as
full time exclusive consultants to PLL. According to Mr. Robin Johannink,
PLL's Managing Director: "The combination of PLL and LTC will serve as the
catalyst for a wide range of new initiatives to secure a preeminent position
in the global lithium polymer battery markets." LTC's Chairman & CEO, Mr.
David J. Cade, said: "Approval by the LTC Board and signing of the formal
merger agreement documents are critical steps in the process to complete the
merger. We are confident that our shareholders will recognize the inherent
value of uniting the two companies into a globally prominent new U.S. public
corporation and will approve the merger."
PLL is an unlisted New Zealand public company with more than
600 shareholders and access to sources of capital in New Zealand, Australia,
Japan, Singapore and the U.S. It has exclusive licensing arrangements with
the Massachusetts Institute of Technology and the National Research Council of
Canada to commercialize proprietary electrode and electrolyte polymers. PLL
is already a significant supplier of high quality battery-specific lithium
carbonate to Japanese cathode and electrolyte suppliers. Furthermore PLL has
developed and is sampling customers with patented high temperature stable,
layered manganese cathode materials which should be ideally suited for both
the HEV and portable applications markets. PLL's plant to commercially
produce these cathode materials will be commissioned in early 2000. PLL's
proprietary technology also includes the capability to reclaim and recycle
lithium from depleted batteries.
Lithium Technology Corporation is in the late stages of developing and
seeking to commercialize a new generation of high performance, solid state
rechargeable lithium ion polymer battery cells for portable electronics
devices and other applications such as HEVs. LTC's pilot line production
operations are regularly producing three generic sizes of thin flat cells,
including a large 9 Ah cell (4"x8"x1/4"). The Company's patented and
proprietary technology uses high performance fibers in composite battery
structures and low cost continuous flow fiber web coating and laminating
processes for manufacturing. These new battery cells represent a significant
benefit to the end-user in terms of longer run times and thinner, flatter,
lighter-weight form factors.
The foregoing information contains forward-looking statements which
involve risks and uncertainties relating to such matters as financial
performance, technology development, capital raising, business prospects,
strategic partnering and similar matters. A variety of factors could cause
LTC's actual results and experience to differ materially from anticipated
results or other expectations expressed in these forward-looking statements.
SOURCE Lithium Technology Corporation
-0- 01/20/2000
/CONTACT: (USA), David J. Cade, Chairman & CEO of Lithium Technology,
610-940-6090, or fax, 610-940-6091, or E-mail, dcade@lithiumtech.com, or
(NZ), Robin T. Johannink, Managing Director of Pacific Lithium Limited,
011-64-9-309-5221, or 011-64-9-307-1749, or E-mail,
robin@pacificlithium.co.nz/
/Web site: lithiumtech.com /
(LITH) |
