Filed by Allkem
Livent plc
pursuant to Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
Livent Corporation
Commission File
No. 001-38694
Below are excerpts from a presentation
by Livent.
Livent Allkem Merger: Strategic Rationale V alu e - A d d i ng Vertical Integration Accelerated Growth Business - Critical Scale x Immediate increase in operating and commercial scale x Faster and lower risk growth x Expected significant, tangible synergies x Broad and reliable Americas - based product offering x Best - in - class ESG practices + 8
• Key milestones have progressed • All pre - closing regulatory notifications and applications or draft filings (as applicable) have been filed in required jurisdictions ▪ Antitrust : Australia, Canada, China, Japan, U.S. and South Korea ▪ Foreign Direct Investment : Australia, Canada, U.K. and U.S. • Preliminary Form S - 4 registration statement has been filed; Independent Expert Report and Scheme Booklet for Allkem shareholders to follow • NewCo Board nominees have been selected by both parties • Transaction approval required by shareholders of both Livent and Allkem All required approvals to close transaction expected by end of calendar year 2023 9 Livent Allkem Merger: Process to Close
No offer or solicitation
This communication and the information contained in it is provided for
information purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell
or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of Allkem Limited (“Allkem”),
Livent Corporation (“Livent”) or Allkem Livent plc (“NewCo”), 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, NewCo filed with the Securities and Exchange Commission
(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 (the “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 Transaction.
THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION CONTAIN IMPORTANT INFORMATION ABOUT NEWCO, LIVENT, ALLKEM, THE TRANSACTION AND RELATED MATTERS. INVESTORS
SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS 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 TRANSACTION.
The proxy statement/prospectus, any amendments or supplements thereto and all other documents filed with the SEC in connection with the
Transaction will be available when filed free of charge on the SEC’s website (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
Allkem, Livent,
NewCo and their respective directors and certain of their executive officers and other employees may be deemed to be participants in the
solicitation of proxies from Livent’s security holders in connection with the Transaction. Information about Livent’s directors
and executive officers is set forth in Livent’s proxy statement for its 2023 annual meeting of stockholders, which was 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 August
25, 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.
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 Livent at the time of this announcement and are not guarantees of future performance.
Examples of forward-looking statements in this communication (made at
the date of this communication unless otherwise indicated) include, among others, statements regarding the future performance of Livent,
Allkem and NewCo (the “Merged Group”), the perceived and potential synergies and other benefits of the Transaction, and expectations
around the financial impact of the Transaction on the Merged Group’s financials. In addition, this announcement contains statements
concerning the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Livent for Livent
and the Merged Group, the anticipated timing for and outcome and effects of the Transaction (including expected benefits to shareholders
of 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 Merged Group and
the future operation of Livent and the Merged Group.
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 NewCo following completion
of the Transaction; and anticipated growth strategies and anticipated trends in Livent’s, Allkem’s and, following the completion
of the proposed transaction, NewCo’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 NewCo’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 Livent for the Merged Group 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 Merged Group (including the realization of any expected synergies).
Except as required by applicable law, Livent assumes no obligation to,
and expressly disclaims 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 communication will, under any circumstances (including
by reason of this communication remaining available and not being superseded or replaced by any other presentation or publication with
respect to Allkem, Livent or the Merged Group, or the subject matter of this announcement), create an implication that there has been
no change in the affairs of Livent since the date of this communication.
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