PHILADELPHIA, Nov. 14,
2023 /PRNewswire/ -- Livent Corporation (NYSE: LTHM)
announced that Arcadium Lithium plc ("NewCo"), the new holding
company of the combined group that will result from the proposed
merger of Allkem and Livent, has now received all required
pre-closing regulatory approvals in connection with the proposed
merger of equals between Allkem and Livent (the "Transaction").
This includes antitrust approvals in Canada, China, Japan,
South Korea and the U.S., as well
as completion of investment screenings in Australia, the U.K. and the U.S.
Allkem and Livent are targeting closing of the Transaction on
January 4, 2024. The closing of the
Transaction remains subject to approval by both Livent and Allkem
shareholders, and Australian Court approval of the Scheme.
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.
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 Securities and Exchange
Commission ("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 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 Transaction; the ability of the parties to
complete the Transaction considering the various closing
conditions; the expected benefits of the 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 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 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
realization 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 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, 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 SEC a registration statement on Form S-4, as amended by
Amendment No. 1 filed on September 26,
2023, Amendment No. 2 filed on September 27, 2023, Amendment No. 3 filed on
October 30, 2023 and Amendment No. 4
filed on October 30, 2023 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 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.
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 TRANSACTION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT NEWCO, 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, NewCo 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 22 August 2023,
as updated from time to time via announcements made by Allkem on
the Australian Securities Exchange. These documents can be obtained
free of charge from the sources indicated above.
Media contact: Juan Carlos
Cruz +1.215.299.6725
juan.carlos.cruz@livent.com
Investor contact: Daniel
Rosen +1.215.299.6208
daniel.rosen@livent.com
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SOURCE Livent Corporation