LTHM Livent Corporation

 

Filed by Arcadium Lithium plc

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6

under the Securities Exchange Act of 1934

Subject Company: Livent Corporation

Commission File No. 333-273360

 

 

Below is a communication by Livent Corporation to all employees.

 

Internal Announcement

 

From:

Paul Graves and Martín Pérez de Solay

 

To:

All Livent Employees Worldwide

 

 

Update on Merger Closing Process

 

Ver este mensaje en español: Actualización sobre el proceso de cierre de la fusión

 

 

 

以 中 文 查 看 此 消 息 : 合 并 交 割 流 程 更 新

 

Dear Colleagues,

 

We want to provide you with an update on where we are in the process of closing the merger of Allkem and Livent, and the remaining key steps.

 

We have now secured all required pre-closing regulatory approvals globally. This is a key condition to allow us to close the merger on January 4, 2024, as planned.

 

As a next step, the proposed merger requires separate approvals from Allkem and Livent shareholders as a condition to close. Allkem will hold a Scheme Meeting for its shareholders to vote on the Scheme to give effect to the proposed merger on Tuesday, December 19 at 10:30 am

 

AWST (1:30 pm AEDT), and Livent shareholders will also vote on the proposed merger that same day at 9:00 am ET at its Special Meeting. The final results of the shareholder voting process will be announced shortly after those meeting dates.

 

This is particularly relevant if you are an Allkem or a Livent shareholder. Allkem’s directors continue to unanimously recommend that Allkem shareholders vote in favor of the Scheme. The Livent Board of Directors also unanimously recommends that stockholders vote “FOR” each of the proposals to be considered at the Livent Special Meeting, including the proposed merger with Allkem. Additionally, all independent proxy advisers have advised that shareholders vote in favor of the merger.

 

Both companies have made all the necessary filings for shareholders to assess the transaction and vote on the merger. Allkem filed its Scheme Booklet with the Australian Securities Exchange (ASX) on November 9, 2023. This document includes a copy of an independent expert’s report, which concludes that the Scheme is in the best interests of Allkem shareholders, in the absence of a superior proposal in relation to Allkem. Livent filed the definitive proxy statement with the U.S. Securities and Exchange Commission (SEC) on November 20, 2023. The proxy statement provides important information about Livent and the proposed combination. The Australian process also requires approval of the Scheme by the courts. The final Australia court hearing is scheduled to occur before the end of this year.

 

We look forward to providing another update in late December after the shareholder votes take place. Thank you for your ongoing commitment and enthusiasm as we work to close the merger and prepare to operate as a unified organization.

 

 

 

Paul Graves President & CEO Livent

Martín Pérez de Solay Managing Director & CEO Allkem

 

 

Important Information and Legal Disclaimer:

 

Forward-Looking Statements

 

This communication 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 Limited (“Allkem”) or Livent Corporation (“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 Securities and Exchange Commission (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 Activities Report for the quarter ended 30 September 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 plc (“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, 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 mailed 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.

 

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