Allkem Limited (ASX: AKE, “
Allkem” or the
“
Company”) provides an update in relation to the
proposed merger of equals between Allkem and Livent Corporation
(“
Livent”) announced to ASX on 10 May 2023
(“
Transaction”).
Transaction update
Allkem is pleased to provide the following
update on the progress of the Transaction:
-
Antitrust/competition and investment screening/foreign investment
regime notifications and applications or draft filings (as
applicable) have now been lodged in all required
jurisdictions.
- Preparation of
Allkem’s notice of meeting and explanatory statement
(“Scheme Booklet”) is in progress, with Allkem
having recently appointed Kroll Australia Pty Ltd as the
Independent Expert to prepare a report opining on whether the
scheme is in the best interest of Allkem shareholders
(“IER”). Behre Dolbear Australia Pty Ltd has been
appointed as the Independent Technical Expert.
- Allkem Livent
plc1 (“New TopCo”) has filed with the U.S.
Securities and Exchange Commission (“SEC”) a
preliminary registration statement on Form S-4 that contains a
proxy statement/prospectus (“Preliminary
Form S-4”).
- Subject to
receipt of all necessary regulatory, shareholder and Australian
Court approvals, and the satisfaction or waiver of other closing
conditions, Allkem and Livent are currently still targeting
completion of the Transaction by around the end of CY2023.
Allkem Scheme Booklet
As mentioned above, Allkem shareholders will in
due course be provided with a Scheme Booklet issued by Allkem in
accordance with applicable Australian regulatory requirements. The
Scheme Booklet will include the IER. Shareholders are encouraged to
consider the Scheme Booklet in full, once it is available, and to
have regard to the disclosures included the Scheme Booklet when
making any decision to vote for or against the scheme proposal.
Filing of Preliminary Form
S-4
New TopCo has filed with the SEC the Preliminary
Form S-4. This document is required in connection with the seeking
of the approval of the Transaction by Livent shareholders and the
issue of shares of New TopCo to Livent shareholders under the US
merger that is contemplated to form part of the Transaction. A
registration statement on Form S-4 is broadly analogous to a
prospectus for an issue of shares under an initial public offering
under Australian law, with elements akin to a notice of meeting and
explanatory statement (like a scheme booklet), although typically
more comprehensive insofar as historical information is concerned.
This is an important step in Livent’s seeking of the approval of
the Transaction by its shareholders and New TopCo’s proposed
issuance of shares and their listing on the New York Stock Exchange
(all of which are conditions to the Allkem scheme proposal).
No reliance on Preliminary Form S-4 by Allkem
Shareholders
Allkem notes that the Preliminary Form S-4 is
preliminary only and is not effective, contains information that is
not complete and may be changed, and should not be relied on by
Allkem shareholders for any purpose (or by any other person in
deciding to make an investment decision with respect to Allkem
securities). In particular, the Preliminary Form S-4 is subject to
review by the SEC, and the SEC may request that Livent and New
TopCo revise the document or provide additional disclosure in it.
In addition, certain parts of the Preliminary Form S-4 expressly
contemplate supplementary disclosure being made by Livent and New
TopCo.
Allkem shareholders are further cautioned that
content and disclosure requirements for the Preliminary Form S-4
are governed by the Securities Act of 1933 (US), the Securities and
Exchange Act of 1934 (US) and other applicable US securities laws.
These securities laws require the disclosure of certain matters
that would not be required by, or that may differ from the
disclosure permitted by, Australian laws or regulatory policy.
Allkem shareholders should be aware that different meanings or
standards may be ascribed to matters disclosed in the Preliminary
Form S-4 than would be understood under Australian law or custom;
which further supports Allkem’s strong caution that Allkem
shareholders (or any other person in deciding to make an investment
decision with respect to Allkem securities) place no reliance on
the Preliminary S-4 or its contents.
By way of example: the Preliminary Form S-4
contains unaudited, prospective financial information (including
prospective financial information in relation to Allkem, in
relation to Livent and in relation to the combined group) for a
period of time covering up to the year ending 31 December 2032
(“Prospective Financial Information”). Livent has
included the Prospective Financial Information in the Preliminary
Form S-4 solely because such information was made available to the
board of directors of Livent and Livent’s financial advisor and
used in Livent’s process leading to the execution of the
Transaction Agreement (on 10 May 2023), which governs the parties’
rights and obligations with respect to the Transaction. To the
extent that Allkem prepared or shared the Prospective Financial
Information, or inputs or other information on which it was based,
that information was not prepared or shared with a view to reliance
by the public.
Allkem and the Allkem Board of Directors:
- do not believe
that the Prospective Financial Information is relevant to Allkem
shareholders (or any other person);
- do not consider
that the Prospective Financial Information is reliable, or that
there is a reasonable basis that would support any person relying
on the Prospective Financial Information; and
- do not believe
that the Prospective Financial Information or any assumptions
underlying the Prospective Financial Information can be
substantiated to the degree necessary to establish a reasonable
basis for their publication.
For completeness only, the Preliminary Form S-4
is accessible on the SEC EDGAR platform at
https://www.sec.gov/Archives/edgar/data/1977303/000114036123035517/ny20009544x1_s4.htm
This release was authorised by the Board of
Directors of Allkem Limited.
Allkem LimitedABN 31 112 589 910 Level 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 |
Connect info@allkem.co+61 7 3064
3600www.allkem.co |
IMPORTANT NOTICES
This investor ASX/TSX release
(Release) has been prepared by Allkem Limited (ACN
112 589 910) (the Company or
Allkem). It contains general information about the
Company as at the date of this Release. The information in this
Release should not be considered to be comprehensive or to comprise
all of the material which a shareholder or potential investor in
the Company may require in order to determine whether to deal in
Shares of Allkem. The information in this Release is of a general
nature only and does not purport to be complete. It should be read
in conjunction with the Company’s periodic and continuous
disclosure announcements which are available at allkem.co and with
the Australian Securities Exchange (ASX)
announcements, which are available at www.asx.com.au.
This Release does not take into account the
financial situation, investment objectives, tax situation or
particular needs of any person and nothing contained in this
Release constitutes investment, legal, tax, accounting or other
advice, nor does it contain all the information which would be
required in a disclosure document or prospectus prepared in
accordance with the requirements of the Corporations Act 2001 (Cth)
(Corporations Act). Readers or recipients of this
Release should, before making any decisions in relation to their
investment or potential investment in the Company, consider the
appropriateness of the information having regard to their own
individual investment objectives and financial situation and seek
their own professional investment, legal, taxation and accounting
advice appropriate to their particular circumstances.
This Release does not constitute or form part of
any offer, invitation, solicitation or recommendation to acquire,
purchase, subscribe for, sell or otherwise dispose of, or issue,
any Shares or any other financial product. Further, this Release
does not constitute financial product, investment advice (nor tax,
accounting or legal advice) or recommendation, nor shall it or any
part of it or the fact of its distribution form the basis of, or be
relied on in connection with, any contract or investment
decision.
The distribution of this Release in other
jurisdictions outside Australia may also be restricted by law and
any restrictions should be observed. Any failure to comply with
such restrictions may constitute a violation of applicable
securities laws.
Past performance information given in this
Release is given for illustrative purposes only and should not be
relied upon as (and is not) an indication of future
performance.
Forward Looking Statements
Forward-looking statements are based on current
expectations and beliefs and, by their nature, are subject to a
number of known and unknown risks and uncertainties that could
cause the actual results, performances and achievements to differ
materially from any expected future results, performances or
achievements expressed or implied by such forward-looking
statements, including but not limited to, the risk of further
changes in government regulations, policies or legislation; the
risks associated with the continued implementation of the merger
between the Company and Galaxy Resources Ltd, risks that further
funding may be required, but unavailable, for the ongoing
development of the Company’s projects; fluctuations or decreases in
commodity prices; uncertainty in the estimation, economic
viability, recoverability and processing of mineral resources;
risks associated with development of the Company Projects;
unexpected capital or operating cost increases; uncertainty of
meeting anticipated program milestones at the Company’s Projects;
risks associated with investment in publicly listed companies, such
as the Company; and risks associated with general economic
conditions.
Subject to any continuing obligation under
applicable law or relevant listing rules of the ASX, the Company
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements in this Release to
reflect any change in expectations in relation to any
forward-looking statements or any change in events, conditions or
circumstances on which any such statements are based. Nothing in
this Release shall under any circumstances (including by reason of
this Release remaining available and not being superseded or
replaced by any other Release or publication with respect to the
subject matter of this Release), create an implication that there
has been no change in the affairs of the Company since the date of
this Release.
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.
1 Allkem Livent plc is the temporary name of the proposed
holding company of the merged group, which is not currently
controlled by or related to Allkem.
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