PHILADELPHIA, Nov. 20,
2023 /PRNewswire/ -- Livent Corporation (NYSE: LTHM,
"Livent") announced that its special meeting of stockholders will
be held virtually via webcast on Tuesday
December 19, 2023, at 9:00 a.m.,
Eastern Time for consideration and voting on the proposed
merger of equals between Allkem Limited (ASX|TSX: AKE, "Allkem")
and Livent, as well as certain other matters relating thereto
("Livent Special Meeting"). The record date for the determination
of stockholders entitled to receive notice of and to vote at the
Livent Special Meeting is the close of business on November 14, 2023.
The Livent Board of Directors unanimously recommends that
stockholders vote "FOR" each of the proposals to be considered at
the Livent Special Meeting, including the proposed merger in
connection with the merger of equals transaction with Allkem,
previously announced on May 10, 2023
(the "Transaction").
The registration statement on Form S-4 of Arcadium Lithium plc
("Arcadium Lithium"), the new holding company of the combined group
that will result from the proposed Transaction, has become
effective today as filed with the U.S. Securities and Exchange
Commission ("SEC"). The Form S-4 serves as both a proxy statement
of Livent (to solicit proxies for the meeting of Livent
stockholders) and as a prospectus (relating to the Arcadium Lithium
shares to be issued to Livent stockholders under the Transaction).
A copy of the Form S-4 is accessible on the SEC's website at
www.sec.gov.
Livent stockholders who need assistance in completing the proxy
card, need additional copies of the proxy materials or have
questions regarding the upcoming special meeting may contact
Livent's proxy solicitor, Morrow Sodali, LLC, by calling toll-free
at (800) 662-5200 or by email at Livent@info.morrowsodali.com.
The Form S-4 becoming effective satisfies another condition to
the closing of the Transaction. The closing of the Transaction
remains subject to approval by both Livent and Allkem shareholders,
and Australian court approval. Allkem and Livent are targeting to
close the Transaction on January 4,
2024.
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 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 Arcadium Lithium 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, Arcadium Lithium'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
Arcadium Lithium'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 Arcadium Lithium, 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
Arcadium Lithium has filed with the SEC, and the SEC has
declared effective on November 20,
2023, a registration statement on Form S-4 (File No.
333-273360) that contains a proxy statement/prospectus and other
documents (the "Form S-4"). Livent has or 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 are
or 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 ARCADIUM LITHIUM, 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, Arcadium Lithium 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, is set forth in the proxy
statement/prospectus and other relevant materials 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, is set forth in the proxy statement/prospectus and other
relevant materials filed with the SEC. 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