17:08:48 EDT Mon 29 Apr 2024
Enter Symbol
or Name
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Allkem Ltd
Symbol AKE
Shares Issued 637,525,586
Close 2023-12-18 C$ 9.60
Market Cap C$ 6,120,245,626
Recent Sedar Documents

Allkem shareholders approve merger with Livent

2023-12-19 01:05 ET - News Release

Mr. Martin Perez de Solay reports

ALLKEM SHAREHOLDERS VOTE IN FAVOUR OF MERGER WITH LIVENT

Allkem Ltd. has referred to the proposed merger of equals between Allkem and Livent Corp.

Allkem is pleased to announce that the requisite majorities of Allkem shareholders voted today in favour of the proposed scheme of arrangement, pursuant to which Arcadium Lithium PLC will acquire 100 per cent of the shares in Allkem in connection with the transaction.

Results of the scheme meeting

In summary:

  • Allkem shareholders present and voting (either in person (including on-line) or by proxy, attorney or corporate representative) voted 89.27 per cent in favour of the scheme.
  • The total number of votes cast by Allkem shareholders (either in person (including on-line) or by proxy, attorney or corporate representative) was 72.07 per cent in favour of the scheme.

Managing director and chief executive officer Martin Perez de Solay said: "I would like to thank shareholders for their support of the merger, which, subject to Livent shareholder approval, will bring together a highly complementary range of assets, growth projects, and operating skills across extraction and processing under an integrated business model. Arcadium Lithium will have the scale and expertise to meet the rapidly growing demand for lithium chemical products and the product flexibility required by customers while remaining committed to the delivery and execution of a significant growth pipeline."

Chairman Peter Coleman said: "The combination of Allkem and Livent is expected to create a highly complementary and vertically integrated business model to enhance operational flexibility and reliability, which is expected to result greater value capture across the lithium value chain.

"The combined group will have an attractive geographic footprint and greater capacity to derisk and accelerate growth with a deeper pool of technical, capital and projects expertise. We expect the delivery of unique and significant synergies and over all an enhanced value proposition for shareholders, customers, employees and local communities, with a firm commitment to sustainability and responsible growth."

Next steps

The Livent stockholder meeting is scheduled to be held on Dec. 19, 2023, New York time, at which Livent stockholders will vote on the adoption of the transaction agreement and the approval of the transactions contemplated by it. The affirmative vote of a majority of Livent stock entitled to vote at the Livent stockholder meeting is a condition to implementation of the scheme.

If Livent stockholders approve the adoption of the transaction agreement and the transactions contemplated by it, Allkem will apply to the Federal Court of Australia for approval of the scheme at a hearing scheduled for 2:15 p.m. Australian Western Standard Time on Dec. 20, 2023 (1).

If the court approves the scheme at the second court hearing, Allkem intends to lodge a copy of the orders of the court with the Australian Securities and Investments Commission on Dec. 21, 2023, Australian Eastern Daylight Time, so that the scheme will become effective on that date. If this occurs, Allkem shares will be suspended from trading on the Australian Securities Exchange with effect from close of trading on Dec. 21, 2023, AEDT, and from trading on the Toronto Stock Exchange with effect from 4 p.m. Toronto time on Dec. 21, 2023.

Implementation of the scheme is expected to occur on Jan. 4, 2023, AEDT, subject to the satisfaction or waiver of the remaining conditions precedent to the scheme (including approval of the scheme by the court at the second court hearing).

Scheme timetable

The key remaining dates expected for the transaction are set out herein.

All dates are indicative only and, among other things, are subject to all necessary approvals from the court and other governmental entities and the satisfaction or permissible waiver of all other applicable closing conditions. Allkem reserves the right to vary the times and dates set out herein. Any changes to the timetable herein will be announced through the ASX, filed under Allkem's profile on SEDAR+ and notified on the Allkem website.

(1) The scheme remains subject to certain conditions. The second court hearing will only occur if all of the remaining conditions precedent to the scheme (other than in relation to the court's approval of the scheme) have been satisfied or waived as at 8 a.m. Australian Western Standard Time on Dec. 20, 2023 (being the date that is currently scheduled to be the second court date). Full details of the conditions precedent to the scheme (and other terms) are set out in the transaction agreement entered into between Allkem, Livent and Arcadium Lithium (as amended from time to time), a summary of which is included in the scheme booklet and which is available on the ASX website and on Allkem's website.

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