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LITHIUM TECHNOLOGY CORPORATION AND PACIFIC LITHIUM LIMITED SIGN MERGER AGREEMENT
PLYMOUTH MEETING, Pa., Jan 20, 2000 /PRNewswire via COMTEX/ --
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
(C) 2000 PR Newswire. All rights reserved.
prnewswire.com
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 PAGE: lithiumtech.com
GEOGRAPHY: Pennsylvania
New Zealand
INDUSTRY CODE: CPR
SUBJECT CODE: TNM
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