Allkem Limited (ASX: AKE, “
Allkem” or the
“
Company”) provides an update in relation to the
proposed merger of equals between Allkem and Livent Corporation
(“
Livent”) announced to ASX on 10 May 2023
(“
Transaction”). Changes relate to dot point two
and have been shown in italics.
Transaction update
Allkem is pleased to provide the following
update on the progress of the Transaction:
- Further to
Allkem’s announcement on 24 July 2023, Allkem Livent plc1
(“New TopCo”) has today filed with the U.S.
Securities and Exchange Commission (“SEC”)
Amendment No. 1 and Amendment No. 2 to the preliminary registration
statement on Form S-4 that contains a proxy statement/prospectus
(together the “Revised Preliminary Form
S-4”)
- All competition
and foreign investment approvals that are required to be obtained
prior to completion have been obtained or are expected to be
received prior to the proposed closing of the Transaction
- Subject to
receipt of all necessary regulatory, shareholder and Australian
Court approvals, and the satisfaction or waiver of other closing
conditions, Allkem and Livent are targeting completion of the
Transaction around the end of CY2023
- Allkem expects
to dispatch a notice of meeting and explanatory statement
(“Scheme Booklet”) to shareholders in November
2023. The Scheme Booklet will contain information about the
Transaction, including the basis for the Allkem Board’s
recommendation, as well as the Independent Expert’s Report. Allkem
Shareholders are encouraged to consider the Scheme Booklet in full,
once it is available, and to have regard to the disclosures
included in the Scheme Booklet when making any decision to vote for
or against the scheme proposal.
Allkem will continue to update shareholders
about any material developments in relation to the Transaction.
No reliance on Revised Preliminary Form S-4 by
Allkem Shareholders
The Revised Preliminary Form S-4 should not be
relied on by Allkem shareholders in deciding whether to vote for or
against the Scheme (or by any other person in deciding to make an
investment decision with respect to Allkem securities).
Allkem refers to the statements concerning non-reliance on
the Form S-4 in its announcement dated 24 July 2023 in relation to
the initial filing of the Preliminary Form S-4, which apply equally
to the Revised Preliminary Form S-4.
In addition, the Revised Preliminary Form S-4
includes resource and reserve estimates for Allkem’s material
mining properties presented in accordance with Subpart 1300 of
Regulation S-K under the United States Securities Act of 1933 (as
amended) (the “Estimates”). Allkem shareholders
are cautioned that the Estimates have not been prepared in
accordance with, and do not purport to comply with, the ASX Listing
Rules or the JORC Code. Allkem shareholders are instead encouraged
to have regard to Allkem’s recent ASX announcements providing
updates on each of its key assets which have been prepared in
accordance with the ASX Listing Rules and the JORC Code2.
For completeness only, the Revised Preliminary
Form S-4 is accessible on the SEC’s EDGAR platform in two parts at
the following links:
https://www.sec.gov/Archives/edgar/data/1977303/000114036123045320/ny20009544x2_s4a.htmhttps://www.sec.gov/Archives/edgar/data/1977303/000114036123045414/ny20009544x7_s4a.htm
This release was authorised by the Board of
Directors of Allkem Limited.
Allkem
LimitedABN 31 112 589 910 Level 35, 71 Eagle StBrisbane,
QLD 4000 |
Investor Relations & Media EnquiriesAndrew
Barber M: +61 418 783 701 E:
Andrew.Barber@allkem.coPhoebe LeeP: +61 7 3064
3600 E: Phoebe.Lee@allkem.co |
Connect info@allkem.co+61 7 3064
3600www.allkem.co |
|
|
|
IMPORTANT NOTICES
This investor ASX/TSX release
(Release) has been prepared by Allkem Limited (ACN
112 589 910) (the Company or
Allkem). It contains general information about the
Company as at the date of this Release. The information in this
Release should not be considered to be comprehensive or to comprise
all of the material which a shareholder or potential investor in
the Company may require in order to determine whether to deal in
Shares of Allkem. The information in this Release is of a general
nature only and does not purport to be complete. It should be read
in conjunction with the Company’s periodic and continuous
disclosure announcements which are available at allkem.co and with
the Australian Securities Exchange (ASX)
announcements, which are available at www.asx.com.au.
This Release does not take into account the
financial situation, investment objectives, tax situation or
particular needs of any person and nothing contained in this
Release constitutes investment, legal, tax, accounting or other
advice, nor does it contain all the information which would be
required in a disclosure document or prospectus prepared in
accordance with the requirements of the Corporations Act 2001 (Cth)
(Corporations Act). Readers or recipients of this
Release should, before making any decisions in relation to their
investment or potential investment in the Company, consider the
appropriateness of the information having regard to their own
individual investment objectives and financial situation and seek
their own professional investment, legal, taxation and accounting
advice appropriate to their particular circumstances.
This Release does not constitute or form part of
any offer, invitation, solicitation or recommendation to acquire,
purchase, subscribe for, sell or otherwise dispose of, or issue,
any Shares or any other financial product. Further, this Release
does not constitute financial product, investment advice (nor tax,
accounting or legal advice) or recommendation, nor shall it or any
part of it or the fact of its distribution form the basis of, or be
relied on in connection with, any contract or investment
decision.
The distribution of this Release in other
jurisdictions outside Australia may also be restricted by law and
any restrictions should be observed. Any failure to comply with
such restrictions may constitute a violation of applicable
securities laws.
Past performance information given in this
Release is given for illustrative purposes only and should not be
relied upon as (and is not) an indication of future
performance.
Forward Looking
StatementsForward-looking statements are based on current
expectations and beliefs and, by their nature, are subject to a
number of known and unknown risks and uncertainties that could
cause the actual results, performances and achievements to differ
materially from any expected future results, performances or
achievements expressed or implied by such forward-looking
statements, including but not limited to, the risk of further
changes in government regulations, policies or legislation; the
risks associated with the continued implementation of the merger
between the Company and Galaxy Resources Ltd, risks that further
funding may be required, but unavailable, for the ongoing
development of the Company’s projects; fluctuations or decreases in
commodity prices; uncertainty in the estimation, economic
viability, recoverability and processing of mineral resources;
risks associated with development of the Company Projects;
unexpected capital or operating cost increases; uncertainty of
meeting anticipated program milestones at the Company’s Projects;
risks associated with investment in publicly listed companies, such
as the Company; and risks associated with general economic
conditions.
Subject to any continuing obligation under
applicable law or relevant listing rules of the ASX, the Company
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements in this Release to
reflect any change in expectations in relation to any
forward-looking statements or any change in events, conditions or
circumstances on which any such statements are based. Nothing in
this Release shall under any circumstances (including by reason of
this Release remaining available and not being superseded or
replaced by any other Release or publication with respect to the
subject matter of this Release), create an implication that there
has been no change in the affairs of the Company since the date of
this Release.
Not for
release or distribution
in the United StatesThis announcement has
been prepared for publication in Australia and may not be released
to U.S. wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States or
any other jurisdiction, and neither this announcement or anything
attached to this announcement shall form the basis of any contract
or commitment. Any securities to be issued to Allkem’s shareholders
described in this announcement have not been, and will not be,
registered under the U.S. Securities Act of 1933 and may not be
offered or sold in the United States except in transactions with
registration under the U.S. Securities Act of 1933 or exempt from,
or not subject to, the registration under the U.S. Securities Act
of 1933 and applicable U.S. state securities laws.
_________________
1 Allkem Livent plc is the temporary name of the proposed
holding company of the merged group, which is not currently
controlled by or related to Allkem.
2 See the following ASX releases dated 25
September 2023: “Allkem confirms material growth profile
underpinned by 40Mt resource”; “Olaroz Mineral Resource Update, and
Stage 1 & 2 Operations Update”; “Cauchari Mineral Resource and
Ore Reserve Update and Project Update”; “Sal de Vida Update
Delivers Improved Economics, Resource and Reserve”; and “James Bay
Lithium Project Update Confirms Strong Project Economics”, which
are each available to view on www.allkem.co and
www.asx.com.au
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