European Lithium Takeover Cleared for October Vote After Mixed Fairness Ruling

Independent valuer calls the all-stock offer not fair but reasonable for shareholders; EUROC option holders get a fair and reasonable ruling.

European Lithium's path to a full takeover by Nasdaq-listed Critical Metals Corp has narrowed to a single decisive date in October, after an independent valuer delivered a split verdict on the share-swap terms and Australian regulators formally registered the deal's scheme booklet.

The valuation firm Horizon Nexus concluded that the exchange offer is "not fair, but reasonable" for holders of European Lithium's ordinary shares. For holders of the company's listed options, trading under the ticker EUROC, the assessment came back more favorably, with the transaction judged both fair and reasonable. Despite the qualified finding on the equity side, European Lithium's board committee is recommending that security holders vote in favor of the resolutions.

The deal, structured as an all-stock transaction, carries a total valuation of roughly USD 835 million. Critical Metals Corp would acquire 100 percent of European Lithium's issued shares and its listed EUROC options, with consideration paid exclusively in newly issued Critical Metals paper. Horizon Nexus acknowledged that the mathematical exchange ratio does not fully reflect the theoretical fair value of the shares, but framed the transaction as economically advantageous for holders once the broader context is taken into account.

Court and Regulator Set the Timetable

The Australian Securities and Investments Commission registered the scheme booklet on Tuesday in line with the Corporations Act, clearing the way for the next phase. The first court hearing was also held the same day before the Supreme Court of Western Australia, which issued orders for the formal convening of the required voting meetings.

The contractual groundwork was adjusted earlier in the process, with European Lithium and Critical Metals agreeing on September 3 to amend the Scheme Implementation Deed. The revised structure leaves the plan to combine the two companies intact. Completion remains conditional on court approval, the backing of European Lithium's shareholders and option holders, and a set of further closing conditions.

October Meetings in West Leederville

Dispatch of the scheme booklet to shareholders and option holders is expected to begin around September 22, 2026. The document contains the full reports on the transaction along with the formal resolutions for the upcoming votes.

The decisive meetings will be held on October 22, 2026, in West Leederville, Western Australia. An extraordinary general meeting on related-party transactions opens the proceedings at 10:00 a.m. local time, followed by the scheme meeting for shareholders at 10:30 a.m. and the option holders' vote from 11:00 a.m. Eligible investors face a formal opt-in deadline of October 27, 2026, at 3:00 p.m. AWST.

Only after those gatherings and the counting of votes will it be clear whether the structure can be implemented under Australian corporate law.

Shares Slip as Investors Weigh the Terms

The stock has drifted lower as the approval process unfolds. European Lithium shares fell 2.6 percent on Tuesday to EUR 0.2035, following a 0.5 percent decline on Monday that left the stock at EUR 0.2090 at the close. Since the start of the year, the paper is still up 125 percent, with an earlier reading putting the year-to-date gain at 131 percent.