Merger and Acquisition
Falcon Energy Materials to acquire 49% interest in Weihai Hensen New Materials for US$22 million cash
Headline consideration
US$22 million in cash
Payable at closing
Interest acquired
49% of Weihai Hensen
Non-operating equity interest
Expected completion
End of Q4 2026
In any event on or before January 31, 2027
Summary
Falcon Energy Materials plc has, through its wholly-owned subsidiary Falcon EMG Holdings Ltd, entered into an Equity Transfer Agreement to acquire a 49% strategic, non-operating equity interest in Weihai Hensen New Materials Technology Co., Ltd. for US$22 million payable in cash at closing. Weihai is a Chinese producer of natural flake graphite and synthetic graphite anode materials, with a facility in Shandong Province, China. Falcon states the acquisition is fully funded from the proceeds of its upsized C$34 million non-brokered private placement, which closed on September 23, 2026. Falcon states closing is expected by the end of the fourth quarter of 2026, and in any event on or before January 31, 2027, subject to regulatory approvals and closing conditions.
Consideration
| Component | Terms |
|---|---|
| Purchase Price | US$22 million payable in cash at closing |
| Interest acquired | 49% strategic equity interest in Weihai |
| Funding | Proceeds of Falcon’s upsized C$34 million non-brokered private placement, which closed on September 23, 2026 |
| Shareholders’ Agreement | Falcon EMG will be a non-operating shareholder with the right to nominate one of Weihai’s three directors, and unanimous shareholder approval of key matters including the annual budget and business plan, significant capital expenditures and borrowings, mergers and acquisitions and related-party transactions |
| Other shareholder rights | Rights of first offer and first refusal, tag-along rights and pre-emptive rights, with the Seller bound by non-competition and non-solicitation covenants |
| If the acquisition does not close | Private placement proceeds reserved for the acquisition will be distributed to the growth plan in Morocco and internationally and to general working capital requirements |
Conditions
- Registration and filings with applicable regulatory authorities
- Receipt of required regulatory approvals
- Registration of the Acquisition with the competent local branch of the State Administration for Market Regulation of the People’s Republic of China
- Completion of foreign exchange registration with the State Administration of Foreign Exchange of the People’s Republic of China, or with a designated bank on its behalf
- Other customary closing conditions for a transaction of this nature
- Shareholders’ Agreement becomes effective only at closing of the Acquisition
Timetable
| September 23, 2026 | Falcon announced closing of its non-brokered private placement |
|---|---|
| November 3, 2026 | Acquisition announced |
| End of the fourth quarter of 2026 | Expected closing of the Acquisition |
| January 31, 2027 | Closing expected on or before this date in any event |
Source: Falcon Energy Materials announcement dated 3 November 2026. This page summarises information from the company's public announcement and is provided for general information only. It is not financial product advice, a recommendation or an offer, and it does not take into account any person's objectives, financial situation or needs. Figures and terms are taken from the announcement and may be incomplete or may have changed since publication. Refer to the original announcement for full details. Kamoa Capital has not independently verified the information.
