The Toronto Stock Exchange reports that effective at 4 p.m. Toronto time on Dec. 21, 2023, trading in Allkem Ltd.'s ordinary shares will be halted and such shares will remain halted until the close on Jan. 5, 2024, at which time they will be delisted, in anticipation of a scheme being implemented on Jan. 4, 2024 (Australian Eastern Daylight Time). According to the TSX, Allkem shareholders approved, at a special meeting on Dec. 19, 2023, the proposed combination of Allkem and Livent Corp.

The combination of Allkem and Livent will be brought into effect by way of two separate (but parallel) legal processes -- namely, a scheme of arrangement under Australian law and a U.S. merger (together, the transaction). The transaction contemplates the establishment of a new holding company, Arcadium Lithium PLC (NewCo), which will, if the transaction proceeds, acquire:

• All of the Allkem shares in return for the issuance to Allkem shareholders of: (i) ordinary shares of NewCo, expected to be listed on the New York Stock Exchange; or (ii) CHESS depositary interests (CDIs) of NewCo, expected to be quoted on the Australian Securities Exchange;
• All of the shares of common stock in Livent in return for the issuance of NewCo shares to Livent stockholders.

The TSX reports that if the scheme is implemented:

• Allkem shareholders who are entered in the Canadian branch register of the Allkem principal share register as a holder of Allkem shares as of the record date (7 p.m. Australian Eastern Daylight Time on Dec. 27, 2023), other than ineligible overseas shareholders (as defined in the scheme booklet), will receive one NewCo share (or, if they provide a valid CDI election, one NewCo CDI) for each Allkem share held on the record date;
• Eligible Allkem shareholders who are entered in the Allkem principal share register as a holder of Allkem shares as of the record date, other than ineligible overseas shareholders (as defined in the scheme booklet), will receive one NewCo CDI (or, if they provide a valid share election, one NewCo share) for each Allkem share held on the record date.

The TSX notes that ineligible overseas shareholders of Allkem (as defined in the scheme booklet) will not receive any NewCo shares or NewCo CDIs under the scheme. Instead, the Allkem shares held by the ineligible overseas shareholders will be transferred to the sale nominee after the record date and prior to the scheme implementation date, such that the sale nominee will participate in the scheme as an Allkem shareholder, sell the NewCo CDIs issued under the scheme and remit to the ineligible overseas shareholders their share of the net proceeds from the sale by the sale nominee of the NewCo CDIs they would have otherwise received under the scheme.

According to the TSX, the election deadline is 5 p.m. Toronto time on Dec. 20, 2023. To make their election, shareholders must return the election form before the election deadline to:

• Computershare Investor Services Inc., via e-mail or via mail to its principal office in Toronto (for elections to receive NewCo CDIs);
• Computershare Investor Services Pty. Ltd., via e-mail or via mail to its principal office in Melbourne (for elections to receive NewCo shares).

Allkem shareholders who do not submit a duly completed election form by the election deadline will receive:

• In the case of eligible Canadian register shareholders, one NewCo share for each Allkem share held on the record date;
• In the case of eligible principal register shareholders, one NewCo CDI for each Allkem share held on the record date (except, in respect of the sale nominee, Allkem shares held by the ineligible overseas shareholders will be transferred to the sale nominee after the record date and prior to the scheme implementation date, such that the sale nominee will participate in the scheme as an Allkem shareholder, sell the NewCo CDIs issued under the scheme and remit to the ineligible overseas shareholders). Ineligible overseas shareholders (as defined in the scheme booklet) and the sale nominee may not make an election.

For more information, see Allkem's scheme booklet dated Nov. 9, 2023, available on SEDAR+. If the transaction is implemented, it is expected that the NewCo shares will be listed on the New York Stock Exchange and the NewCo CDIs will be quoted on the Australian Securities Exchange. Trades on Dec. 20, 2023, and Dec. 21, 2023, will settle on Dec. 21, 2023.