13:36:36 EDT Sat 18 Sep 2021
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or Name

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Orocobre Ltd
Symbol ORL
Shares Issued 344,158,072
Close 2021-07-05 C$ 6.27
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Orocobre target Galaxy receives court OK for meeting

2021-07-05 09:23 ET - News Release

Mr. Rick Anthon reports


Galaxy Resources Ltd. and Orocobre Ltd. have provided an update on the proposed merger, pursuant to which Orocobre will acquire all of the shares in Galaxy by way of a scheme of arrangement.

Court approval

The Supreme Court of Western Australia has made orders:

  • That Galaxy convene a meeting of shareholders to consider and vote on the scheme;
  • Approving the dispatch of an explanatory statement providing information about the scheme, together with the notice of scheme meeting to Galaxy shareholders.

Scheme booklet

The scheme booklet will be released to the Australian Securities Exchange and sent to Galaxy shareholders following registration with the Australian Securities and Investments Commission (ASIC). It will also be available on Galaxy's website.

The scheme booklet will be dispatched to Galaxy shareholders by Wednesday, July 7, 2021. Galaxy shareholders who have elected to receive electronic communications from Galaxy will receive an e-mail containing instructions about how to view or download a copy of the scheme booklet as well as instructions on how to lodge their proxies and opt-in notices. Galaxy shareholders who have not elected to receive communications electronically will receive a letter (sent by post), together with their personalized proxy form and opt-in notice, containing instructions about how to view or download a copy of the scheme booklet (or request a hard copy of it).

Galaxy shareholders should carefully read the scheme booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of the scheme. If, after reading the scheme booklet, you have any questions about the scheme or the scheme booklet, please contact the Galaxy shareholder information line on 1-300-034-153 (within Australia) or 61-3-9415-4875 (outside Australia) between 8:30 a.m. and 5:30 p.m. Australian Eastern Standard Time, Monday to Friday (excluding public holidays).

Director recommendation and independent expert report

The scheme booklet will include a copy of the independent expert report prepared by Deloitte Corporate Finance Pty. Ltd., which concludes that the scheme is fair and reasonable, and in the best interests of Galaxy shareholders, in the absence of a superior proposal for Galaxy.

The scheme continues to be unanimously recommended by each director of Galaxy, subject to no superior proposal emerging for Galaxy and the independent expert continuing to conclude that the scheme is in the best interests of Galaxy shareholders. Each Galaxy director intends to vote, or procure the voting of, all Galaxy shares held or controlled by them in favour of the scheme, subject to those same qualifications.

Scheme meeting

The scheme meeting, at which Galaxy shareholders will vote on the proposed scheme, will be held at 10 a.m. Australian Western Standard Time on Friday, Aug. 6, 2021, at the Karingal room, the Melbourne Hotel, 33 Milligan St., Perth, Western Australia, 6000.

Galaxy shareholders can also attend the scheme meeting on-line through a live webcast. Details of how to access the live webcast and participate in the scheme meeting on-line will be contained in the notice of meeting included in the scheme booklet.

All registered Galaxy shareholders as at 5 p.m. AWST on Wednesday, Aug. 4, 2021, will be eligible to vote at the scheme meeting.

We seek Safe Harbor.

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