Press Release: Results of Second Court Hearing

Dow Jones2023-12-21

Results of Second Court Hearing

BRISBANE, Australia, Dec. 21, 2023 (GLOBE NEWSWIRE) -- Allkem Limited (ASX and TSX: AKE, "Allkem") refers to the proposed merger of equals between Allkem and Livent Corporation ("Livent"), ("Transaction").

Allkem is pleased to announce that the Federal Court of Australia ("Court") has today made orders approving 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.

Lodgement of Court Orders and Suspension of Trading

Allkem expects to lodge an office copy of the Court's orders with the Australian Securities and Investments Commission tomorrow, 21 December 2023, at which time the Scheme will become legally effective.

If this occurs, Allkem expects that Allkem shares will be suspended from trading on ASX at the close of trading on 21 December 2023 (AEDT) and on TSX at 4:00 pm (Toronto time) on 21 December 2023.

Quotation and trading of Scheme Consideration

Arcadium Lithium CDIs are expected to commence trading on ASX on a deferred settlement basis on 22 December 2023, and on a normal (T+2) settlement basis on 5 January 2024.(1)

Arcadium Lithium shares are expected to commence trading on the New York Stock Exchange on 4 January 2023.

Scheme Timetable

The key remaining dates expected for the Transaction are set out below.

 
Event                                                         Date / time 
----------------------------------------------------------    ---------------- 
Election Date                                                 Principal 
The latest time and date by which Election Forms (or          Register 
Election Withdrawal Forms, if applicable) must be             Shareholders: 
received by the Allkem Share Registry from:                   5:00 pm (AEDT) 
--    Eligible Principal Register Shareholders who wish to    on 20 December 
      receive Arcadium Lithium Shares, rather than Arcadiu    2023 Canadian 
m                                                             Register 
      Lithium CDIs, as Scheme Consideration; and              Shareholders: 
--    Eligible Canadian Register Shareholders who wish to     5:00 pm (Toronto 
      receive Arcadium Lithium CDIs, rather than Arcadium     time) / 10:00 pm 
      Lithium Shares, as Scheme Consideration.                (UTC) on 20 
                                                              December 2023 
----------------------------------------------------------    ---------------- 
Arcadium Lithium admitted to the official list of             21 December 2023 
 ASX 
----------------------------------------------------------    ---------------- 
Effective Date                                                21 December 2023 
----------------------------------------------------------    ---------------- 
Suspension of Allkem Shares from trading on ASX               Close of trading 
                                                              on 21 December 
                                                              2023 (AEDT) 
----------------------------------------------------------    ---------------- 
Suspension of Allkem Shares from trading on TSX               4:00 pm (Toronto 
                                                              time) / 9:00 pm 
                                                              (UTC) on 21 
                                                              December 2023 
----------------------------------------------------------    ---------------- 
Arcadium Lithium CDIs to commence trading on ASX on           22 December 2023 
 a deferred settlement basis 
----------------------------------------------------------    ---------------- 
Record Date for determining entitlements to receive           7:00 pm (AEDT) 
 Scheme Consideration                                         on 27 December 
                                                              2023 
----------------------------------------------------------    ---------------- 
Scheme Implementation Date                                    4 January 2024 
----------------------------------------------------------    ---------------- 
US Merger Effective Time                                      4 January 2024 
                                                              (New York time) 
----------------------------------------------------------    ---------------- 
Last day of deferred settlement trading for Arcadium          4 January 2024 
 Lithium CDIs 
----------------------------------------------------------    ---------------- 
Arcadium Lithium Shares anticipated to commence trading       9:30 am (New 
 on NYSE                                                      York time) on 4 
                                                              January 2024 
----------------------------------------------------------    ---------------- 
Despatch of holding statements for Arcadium Lithium           5 January 2024 
 CDIs 
----------------------------------------------------------    ---------------- 
Arcadium Lithium CDIs to commence trading on ASX on           10:00 am (AEDT) 
 a normal settlement basis                                    on 5 January 
                                                              2024 
----------------------------------------------------------    ---------------- 
Expected date for Allkem to be delisted from ASX              Close of trading 
                                                              on 5 January 
                                                              2023 (AEDT) 
----------------------------------------------------------    ---------------- 
Expected date for Allkem to be delisted from TSX              Close of trading 
                                                              on 5 January 
                                                              2024 (Toronto 
                                                              time) 
----------------------------------------------------------    ---------------- 
First settlement of deferred settlement and normal            9 January 2024 
 settlement trading of Arcadium Lithium CDIs 
----------------------------------------------------------    ---------------- 
 

Note: All references to time above are references to AEDT (Sydney time), unless otherwise specified.

All dates are indicative only and Allkem reserves the right to vary the times and dates set out above. Any changes to the above timetable will be announced through ASX, filed under Allkem's profile on SEDAR+ and notified on www.allkem.co.

This release was authorised by the Board of Directors of Allkem Limited.

 
Allkem Limited            Investor Relations & Media                   Connect 
 ABN 31 112 589 910       Enquiries Andrew Barber M: +61 418    info@allkem.co 
 Level 35, 71 Eagle St    783 701 E: Andrew.Barber@allkem.co   +61 7 3064 3600 
 Brisbane, QLD 4000       Phoebe Lee P: +61 7 3064 3600 E:       www.allkem.co 
                          Phoebe.Lee@allkem.co 
 
 

IMPORTANT NOTICES

Not for release or distribution in the United States

This 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 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 registered under the U.S. Securities Act of 1933 or exempt from, or not subject to, the registration of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.

____________________________

(1) It is the responsibility of Allkem shareholders who will receive Arcadium Lithium CDIs under the Scheme to confirm their holdings of Arcadium Lithium CDIs before they trade them. Allkem shareholders who sell Arcadium Lithium CDIs before they receive their holding statements or confirm their holdings do so at their own risk. Further details in relation to deferred settlement trading of Arcadium Lithium CDIs is set out in the Scheme Booklet in section 3.2(e).

(END) Dow Jones Newswires

December 21, 2023 00:53 ET (05:53 GMT)

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