PHILADELPHIA, Aug. 2, 2023
/PRNewswire/ -- Allkem Limited (ASX|TSX: AKE, "Allkem") and Livent
Corporation (NYSE: LTHM, "Livent") provide an update in relation to
the proposed merger of equals between Allkem and Livent previously
announced on 10 May 2023
("Transaction").
Each of Allkem's and Livent's Board of Directors have now
selected their respective nominees to the Board of Allkem Livent
plc1 ("New TopCo") to be effective as of the
closing of the Transaction. The Board of Directors of New TopCo as
of the closing will be comprised of the following individuals,
which consists of six Livent nominees from Livent's current Board
of Directors (including the current Chief Executive Officer of
Livent) and six Allkem nominees from Allkem's current Board of
Directors (including the current Chairman of the Allkem Board):
- Michael F. Barry
- Peter Coleman (Chair
designate of New TopCo)
- Alan Fitzpatrick
- Paul W. Graves (Chief
Executive Officer designate of New TopCo)
- Florencia Heredia
- Leanne Heywood
- Christina Lampe-Önnerud
- Pablo Marcet
- Steven T. Merkt
- Robert C. Pallash
- Fernando Oris de Roa
- John Turner
It has been agreed as part of this process that Richard Seville and Martin Perez de Solay (MD and CEO) from Allkem's
Board of Directors, and Pierre R. Brondeau, Andrea E. Utecht and G. Peter D'Aloia from
Livent's Board of Directors, will retire as directors upon closing
of the Transaction and will not join the Board of New TopCo.
Allkem Chair Peter Coleman
commented "We are pleased to announce the new Board of Directors
for the merged company. The skills and experience of this
remarkable group of people will be a significant factor in the
future success of the merged entity. I look forward to us all
building a strong connection and leveraging our collective skills
and experience to work with New TopCo's management team to devise,
and deliver against, the strategy for what will become one of the
world's leading lithium chemicals companies."
"I would also like to acknowledge both Richard and Martin who
will be retiring as directors following completion of the
Transaction. In their own ways both have been instrumental to the
success of Allkem. While I will have more to say closer to their
retirement, I thank them for their contributions so far and for
their ongoing support to close out this significant
transaction."
Livent President and Chief Executive Officer Paul Graves commented "Today's announcement
is a significant milestone as Livent and Allkem seek to combine our
teams and collective strengths to create a leading lithium
company."
"I also want to thank Pierre, Andrea, and Peter who have
played instrumental roles on Livent's Board of Directors, since our
separation into an independent company and prior to that as a part
of FMC Corporation. We are grateful for their experience,
leadership, and collaboration on the Livent board and for all of
the contributions they have made in getting Livent to its current
position."
Allkem and Livent have also agreed to amend the terms of the
Transaction Agreement and associated documentation to reflect
updates related to the foregoing announcement.
The amendment to the Transaction Agreement reflects the decision
that the New TopCo Board as of the closing of the Transaction will
now comprise 12 members, instead of the previously contemplated 14
members, consisting of six directors nominated by Allkem and six
directors nominated by Livent. These appointments will be effective
on and from (and subject to) closing of the Transaction.
In addition, Allkem and Livent have determined to amend the
terms of the proposed Scheme of Arrangement so that the default
Scheme Consideration that will be received by Allkem's Canadian
branch shareholders will be in the form of NYSE listed New TopCo
Shares (rather than New TopCo ASX listed CDIs). These shareholders
will still be able to elect to receive New TopCo ASX listed CDIs
instead, if that is their preference.
Minor adjustments have also been made to the timing for certain
administrative steps that relate to the Scheme implementation
process, following further consultation with the parties' share
registries. In due course, Allkem shareholders will be provided
with a Scheme Booklet issued by Allkem in accordance with
applicable Australian regulatory requirements, which will include
an indicative timetable of key dates that takes into account these
refinements.
Closing of the Transaction remains subject to the satisfaction
or waiver of customary closing conditions, including receipt of
regulatory approvals, approval by both Livent and Allkem
shareholders, as well as the Australian Court, the Independent
Expert concluding that the Scheme is in the best interest of Allkem
shareholders (and not changing, withdrawing, or qualifying that
conclusion), tax opinion delivery and Australian tax class ruling
confirmation.
About Livent
For nearly eight decades, Livent has
partnered with its customers to safely and sustainably use lithium
to power the world. Livent is one of only a small number of
companies with the capability, reputation, and know-how to produce
high-quality finished lithium compounds that are helping meet the
growing demand for lithium. The Company has one of the broadest
product portfolios in the industry, powering demand for green
energy, modern mobility, the mobile economy, and specialized
innovations, including light alloys and lubricants. Livent has a
combined workforce of approximately 1,350 full-time, part-time,
temporary, and contract employees and operates manufacturing sites
in the United States, England, China, and Argentina. For more information, visit
livent.com.
About Allkem
Allkem is a specialty lithium chemicals
company with a global portfolio of diverse and high-quality lithium
chemicals. Headquartered in Buenos Aires,
Argentina, the company's unique portfolio includes lithium
brine operations in Argentina, a
hard rock lithium operation in Australia, a hard rock development project in
Québec, and a lithium hydroxide conversion facility in Japan. Development is underway across the
globe to increase international scale and product flexibility to
meet significant projected demand growth that is underpinned by a
global transition to a net zero carbon future. Allkem's pillars of
success are built on safety, sustainability, cost leadership, and
product quality, through relations with our people, partners,
customers, and communities. For more information, visit
allkem.co.
Livent Contacts
Investors:
Daniel Rosen +1 215 299 6208
daniel.rosen@livent.com
Media:
Juan
Carlos Cruz +1 215 299 6725
juan.carlos.cruz@livent.com
Teneo
Andrea
Calise +1 917 826 3804
andrea.calise@teneo.com
Allkem Contacts
Investors:
Andrew Barber +61 418 783 701
andrew.barber@allkem.co
Community Affairs:
Karen Vizental +54 9 114 414 4702
karen.vizental@allkem.co
Media:
GRACosway
Ben Wilson +61 407 966 083
bwilson@gracosway.com.au
Max Hewett +61
432 332 215
mhewett@gracosway.com.au
Important Information and Legal Disclaimer:
Forward-Looking Statements
This announcement contains forward-looking statements, including
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements can often be identified by
terms such as "may," "will," "appears," "should," "expects,"
"plans," "anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential,"
or "continue," or the negative of these words or other similar
terms or expressions that concern expectations, strategy, plans, or
intentions. However, the absence of these words or similar terms
does not mean that a statement is not forward-looking. All
forward-looking statements are based on information and estimates
available to Allkem or Livent at the time of this announcement and
are not guarantees of future performance.
Examples of forward-looking statements in this announcement
(made at the date of this announcement unless otherwise indicated)
include, among others, statements regarding the future performance
of the combined company, the perceived and potential synergies and
other benefits of the Transaction, and expectations around the
financial impact of the Transaction on the combined company's
financials. In addition, this announcement contains statements
concerning the intentions, beliefs and expectations, plans,
strategies and objectives of the directors and management of Allkem
and Livent for Allkem, Livent and the combined company, the
anticipated timing for and outcome and effects of the Transaction
(including expected benefits to shareholders of Allkem and Livent),
anticipated production, production capacity or construction or
development commencement dates, costs or production outputs,
capital expenditure and future demand for lithium, expectations for
the ongoing development and growth potential of the combined
company and the future operation of Allkem, Livent and the combined
company.
Forward-looking statements are not statements of historical fact
and actual events and results may differ materially from those
contemplated by the forward-looking statements as a result of a
variety of known and unknown risks, uncertainties, and other
factors (many of which are outside the control of Allkem, Livent
and the combined company), some of which are described from time to
time in Livent's filings with the SEC and Allkem's filings with the
ASX, including Livent's Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, and any
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K and Allkem's Annual Report for the financial year ended
30 June 2022 (Appendix 4E), Half-Year
Report for the half year ended 31 December
2022 (Appendix 4D), and March Activities Report for the
quarter ended 31 March 2023, and
future filings and reports by either Allkem or Livent.
These statements involve known and unknown risks, uncertainties
and other factors that may cause actual results to be materially
different from any results, levels of activity, performance or
achievements expressed or implied by any forward-looking statement
and may include statements regarding the expected timing and
structure of the proposed transaction; the ability of the parties
to complete the proposed transaction considering the various
closing conditions; the expected benefits of the proposed
transaction, such as improved operations, enhanced revenues and
cash flow, synergies, growth potential, market profile, business
plans, expanded portfolio and financial strength; the competitive
ability and position of New TopCo following completion of the
proposed transaction; and anticipated growth strategies and
anticipated trends in Livent's, Allkem's and, following the
completion of the proposed transaction, New TopCo's business.
In addition, other factors related to the Transaction between
Allkem and Livent that contribute to the uncertain nature of the
forward-looking statements and that could cause actual results and
financial condition to differ materially from those expressed or
implied include, but are not limited to: the satisfaction of the
conditions precedent to the consummation of the Transaction,
including, without limitation, the receipt of shareholder and
regulatory approvals on the terms desired or anticipated;
unanticipated difficulties or expenditures relating to the
Transaction, including, without limitation, difficulties that
result in the failure to realize expected synergies, efficiencies
and cost savings from the Transaction within the expected time
period (if at all); potential difficulties in Allkem's and Livent's
ability to retain employees as a result of the announcement and
pendency of the Transaction; risks relating to the value of New
TopCo's shares to be issued in the Transaction; disruptions of
Allkem's and Livent's current plans, operations and relationships
with customers caused by the announcement and pendency of the
Transaction; legal proceedings that may be instituted against
Allkem and Livent following announcement of the Transaction;
funding requirements; lithium and other commodity prices;
exploration, development and operating risks (including unexpected
capital or operating costs); production risks; regulatory
restrictions (including environmental regulations and associated
liability, changes in regulatory restrictions or regulatory policy
and potential title disputes) and risks associated with general
economic conditions.
Additional factors that could cause actual results, level of
activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed
or implied by the forward-looking statements are detailed in the
filings with the SEC, including Livent's annual report on Form
10-K, periodic quarterly reports on Form 10-Q, periodic current
reports on Form 8-K and other documents filed with the SEC.
There can be no assurance that the Transaction will be
implemented or that plans of the directors and management of Allkem
and Livent for the combined company will proceed as currently
expected or will ultimately be successful. Investors are strongly
cautioned not to place undue reliance on forward-looking
statements, including in respect of the financial or operating
outlook for Allkem, Livent or the combined company (including the
realisation of any expected synergies).
Except as required by applicable law or the ASX Listing Rules,
Allkem and Livent assume no obligation to, and expressly disclaim
any duty to, provide any additional or updated information or to
update any forward-looking statements, whether as a result of new
information, future events or results, or otherwise. Nothing in
this announcement will, under any circumstances (including by
reason of this announcement remaining available and not being
superseded or replaced by any other presentation or publication
with respect to Allkem, Livent or the combined company, or the
subject matter of this announcement), create an implication that
there has been no change in the affairs of Allkem or Livent since
the date of this announcement. The distribution of this
announcement may be subject to legal or regulatory restrictions in
certain jurisdictions. Any person who comes into possession of this
announcement must inform himself or herself of and comply with any
such restrictions.
No offer or solicitation
This communication is for informational purposes only and is not
intended to be and shall not constitute a solicitation of any vote
or approval, or an offer to buy or sell, or the solicitation of an
offer to buy or sell, any securities, or an invitation or
recommendation to subscribe for, acquire or buy securities of
Allkem, Livent or New TopCo, or any other financial products or
securities, in any place or jurisdiction, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made in the United States absent registration under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or pursuant to an exemption from, or in a transaction not subject
to, such registration requirements.
Additional information and where to find it
On July 20, 2023, New TopCo filed
with the SEC a registration statement on Form S-4 that contains a
proxy statement/prospectus and other documents (the "Form S-4").
The Form S-4 has not yet been declared effective by the SEC.
Although the Form S-4 has not yet become effective and the
information contained therein is subject to change, it provides
important information about the proposed Transaction. Livent will
mail the proxy statement/prospectus contained in the Form S-4 to
its stockholders. This communication is not a substitution for any
registration statement, proxy statement/prospectus or other
documents that may be filed with the SEC in connection with the
proposed Transaction.
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH
OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE
PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT NEW TOPCO, LIVENT, ALLKEM, THE
TRANSACTION AND RELATED MATTERS. The Form S-4, the proxy
statement/prospectus, any amendments or supplements thereto and all
other documents filed with the SEC in connection with the
Transaction is or will be available when filed free of charge on
the SEC's web site at www.sec.gov. Copies of documents filed
with the SEC by Livent will be made available free of charge
on Livent's investor relations website
(at https://ir.livent.com/overview/default.aspx).
Participants in the Solicitation
Livent, Allkem, New TopCo and certain of their respective
directors and executive officers and other members of their
respective management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
Transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of
proxies in connection with the Transaction, including a description
of their direct or indirect interests in the Transaction, by
security holdings or otherwise, will be set forth in the proxy
statement/prospectus and other relevant materials when it is filed
with the SEC. Information regarding the directors and executive
officers of Livent is contained in Livent's proxy statement for its
2023 annual meeting of stockholders, filed with the SEC on
March 16, 2023, its Annual Report on
Form 10-K for the fiscal year ended December
31, 2022, which was filed with the SEC on February 24, 2023, subsequent statements of
beneficial ownership on file with the SEC and other filings made
from time to time with the SEC. Information about Allkem's
directors and executive officers is set forth in Allkem's latest
annual report dated 25 August 2022,
as updated from time to time via announcements made by Allkem on
the Australian Securities Exchange. Additional information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of Livent security holders
in connection with the Transaction, including a description of
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement/prospectus and
other relevant materials when they are filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above.
1 Allkem Livent plc is the temporary name of the
proposed holding company of the merged group, which is not
currently an affiliate of either Allkem or Livent.
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SOURCE Livent Corporation