Allkem Shareholders vote in favour of merger with Livent
December 19 2023 - 12:45AM
Allkem Limited (ASX: AKE, “
Allkem”) refers to the
proposed merger of equals between Allkem and Livent Corporation
(“
Livent”), (“
Transaction”).
Allkem is pleased to announce that the requisite
majorities of Allkem shareholders have today voted in favour of the
proposed scheme of arrangement pursuant to which Arcadium Lithium
plc (“Arcadium Lithium”) will acquire 100% of the
shares in Allkem (“Scheme”) in connection with the
Transaction.
Results of the Scheme
Meeting
In accordance with ASX Listing Rule 3.13.2 and
section 251AA of the Corporations Act 2001 (Cth), a detailed report
of the votes cast on the resolution to approve the Scheme is
included as Annexure A to this announcement. In
summary:
- 89.27% of Allkem
shareholders present and voting (either in person (including
online), or by proxy, attorney or corporate representative) voted
in favour of the Scheme; and
- 72.07% of the
total number of votes cast by Allkem shareholders (either in person
(including online), or by proxy, attorney or corporate
representative) were in favour of the Scheme.
Managing Director and CEO, Martin Perez de Solay
said, “I would like to thank shareholders for their support of the
merger which subject to Livent shareholder approval will bring
together a highly complementary range of assets, growth projects
and operating skills across extraction and processing under an
integrated business model. Arcadium Lithium will have the scale and
expertise to meet the rapidly growing demand for lithium chemical
products and the product flexibility required by customers while
remaining committed to the delivery and execution of a significant
growth pipeline.”
Chairman, Peter Coleman said, “The combination
of Allkem and Livent is expected to create a highly complementary
and vertically integrated business model to enhance operational
flexibility and reliability, which is expected to result greater
value capture across the lithium value chain.
“The Combined Group will have an attractive
geographic footprint and greater capacity to de-risk and accelerate
growth with a deeper pool of technical, capital and projects
expertise. We expect the delivery of unique and significant
synergies and overall an enhanced value proposition for
shareholders, customers, employees and local communities, with a
firm commitment to sustainability and responsible growth.”
Next steps
The Livent stockholder meeting is scheduled to
be held on 19 December 2023 (New York time), at which Livent
stockholders will vote on the adoption of the Transaction Agreement
and the approval of the transactions contemplated by it. The
affirmative vote of a majority of Livent stock entitled to vote at
the Livent stockholder meeting is a condition to implementation of
the Scheme.
If Livent stockholders approve the adoption of
the Transaction Agreement and the transactions contemplated by it,
Allkem will apply to the Federal Court of Australia for approval of
the Scheme at a hearing scheduled for 2:15 pm (AWST) on 20 December
2023 (“Second Court Hearing”).1
If the Court approves the Scheme at the Second
Court Hearing, Allkem intends to lodge a copy of the orders of the
Court with the Australian Securities and Investments Commission on
21 December 2023 (AEDT), so that the Scheme will become effective
on that date. If this occurs, Allkem Shares will be suspended from
trading on ASX with effect from close of trading on 21 December
2023 (AEDT), and from trading on TSX with effect from 4:00pm
(Toronto time) on 21 December 2023.
Implementation of the Scheme is expected to
occur on 4 January 2023 (AEDT), subject to the satisfaction or
waiver of the remaining conditions precedent to the Scheme
(including approval of the Scheme by the Court at the Second Court
Hearing).
Scheme Timetable
The key remaining dates expected for the
Transaction are set out below.
Event |
Date / time |
Livent Stockholder Meeting |
19 December 2023 (New York time) |
Second Court Date |
2:15 pm (AWST) on 20 December 2023 |
Election DateThe latest time and date by which Election Forms (or
Election Withdrawal Forms, if applicable) must be received by the
Allkem Share Registry from:
- Eligible Principal
Register Shareholders who wish to receive Arcadium Lithium Shares,
rather than Arcadium Lithium CDIs, as Scheme Consideration;
and
- Eligible Canadian
Register Shareholders who wish to receive Arcadium Lithium CDIs,
rather than Arcadium Lithium Shares, as Scheme Consideration.
|
Principal Register Shareholders: 5:00 pm (AEDT) on 20 December
2023Canadian Register Shareholders: 5:00 pm (Toronto time) / 10:00
pm (UTC) on 20 December 2023 |
Arcadium Lithium admitted to the official list of ASX |
21 December 2023 |
Effective Date |
21 December 2023 |
Suspension of Allkem Shares from trading on ASX |
Close of trading on 21 December 2023 (AEDT) |
Suspension of Allkem Shares from trading on TSX |
4:00 pm (Toronto time) / 9:00 pm (UTC) on 21 December 2023 |
Arcadium Lithium CDIs to commence trading on ASX on a deferred
settlement basis |
22 December 2023 |
Record Date for determining entitlements to receive Scheme
Consideration |
7:00 pm (AEDT) on 27 December 2023 |
Scheme Implementation Date |
4 January 2024 |
US Merger Effective Time |
4 January 2024 (New York time) |
Last day of deferred settlement trading for Arcadium Lithium
CDIs |
4 January 2024 |
Arcadium Lithium Shares anticipated to commence trading on
NYSE |
9:30 am (New York time) on 4 January 2024 |
Dispatch of holding statements for Arcadium Lithium CDIs |
5 January 2024 |
Arcadium Lithium CDIs to commence trading on ASX on a normal
settlement basis |
10:00 am (AEDT) on 5 January 2024 |
Expected date for Allkem to be delisted from ASX |
Close of trading on 5 January 2024 (AEDT) |
Expected date for Allkem to be delisted from TSX |
Close of trading on 5 January 2024 (Toronto time) |
First settlement of deferred settlement and normal settlement
trading of Arcadium Lithium CDIs |
9 January 2024 |
Note: All references to time
above are references to AEDT (Sydney time), unless otherwise
specified.
All dates are indicative only and, among other
things, are subject to all necessary approvals from the Court and
other Governmental Entities and the satisfaction or permissible
waiver of all other applicable closing conditions. Allkem reserves
the right to vary the times and dates set out above. Any changes to
the above timetable will be announced through ASX, filed under
Allkem’s profile on SEDAR+ and notified on www.allkem.co.
This release was authorised by the Board of
Directors of Allkem Limited.
Allkem LimitedABN 31 112 589 910Level 35, 71 Eagle
StBrisbane, QLD 4000 |
Investor Relations & Media EnquiriesAndrew
Barber M: +61 418 783 701 E:
Andrew.Barber@allkem.coPhoebe LeeP: +61 7 3064
3600 E: Phoebe.Lee@allkem.co |
Connectinfo@allkem.co+61 7 3064
3600www.allkem.co |
|
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LinkedIn, Facebook, X, YouTube |
IMPORTANT NOTICES
Not for release or distribution in the United
States
This announcement has been prepared for
publication in Australia and may not be released to U.S. wire
services or distributed in the United States. This announcement
does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in the United States or any other jurisdiction,
and neither this announcement or anything attached to this
announcement shall form the basis of any contract or commitment.
Any securities described in this announcement have not been, and
will not be, registered under the U.S. Securities Act of 1933 and
may not be offered or sold in the United States except in
transactions registered under the U.S. Securities Act of 1933 or
exempt from, or not subject to, the registration of the U.S.
Securities Act of 1933 and applicable U.S. state securities
laws.
Annexure A: Voting results of the Scheme
Meeting
The following information is provided in
accordance with ASX Listing Rule 3.13.2 and section 251AA of the
Corporations Act 2001 (Cth):
A table accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/ed174d49-e63c-4875-a729-88a6e7c09073
__________________________
1 The Scheme remains subject to certain
conditions. The Second Court Hearing will only occur if all of the
remaining conditions precedent to the Scheme (other than in
relation to the Court’s approval of the Scheme) have been satisfied
or waived as at 8.00 am (Australian Western Standard Time) on 20
December 2023 (being the date that is currently scheduled to be the
Second Court Date). Full details of the conditions precedent to the
Scheme (and other terms) are set out in the Transaction Agreement
entered into between Allkem, Livent and Arcadium Lithium (as
amended from time to time), a summary of which is included in the
Scheme Booklet and which is available on the ASX website at
www.asx.com.au and on Allkem's website at
https://www.allkem.co/.
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