Earlier Announced Allkem Shareholders Vote In Favor Of Merger With Livent

Allkem Limited (ASX: AKE, "Allkem") refers to the proposed merger of equals between Allkem and Livent Corporation ("Livent"), ("Transaction").
 

Allkem is pleased to announce that the requisite majorities of Allkem shareholders have today voted in favour of the proposed scheme of arrangement pursuant to which Arcadium Lithium plc ("Arcadium Lithium") will acquire 100% of the shares in Allkem ("Scheme") in connection with the Transaction.

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), a detailed report of the votes cast on the resolution to approve the Scheme is included as Annexure A to this announcement. In summary:

• 89.27% of Allkem shareholders present and voting (either in person (including online), or by proxy, attorney or corporate representative) voted in favour of the Scheme; and
• 72.07% of the total number of votes cast by Allkem shareholders (either in person (including online), or by proxy, attorney or corporate representative) were in favour of the Scheme.

Managing Director and CEO, 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 de-risk and accelerate growth with a deeper pool of technical, capital and projects expertise. We expect the delivery of unique and significant synergies and overall 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 19 December 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 pm (AWST) on 20 December 2023 ("Second Court Hearing").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 21 December 2023 (AEDT), so that the Scheme will become effective on that date. If this occurs, Allkem Shares will be suspended from trading on ASX with effect from close of trading on 21 December 2023 (AEDT), and from trading on TSX with effect from 4:00pm (Toronto time) on 21 December 2023.

Implementation of the Scheme is expected to occur on 4 January 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).