Scheme of Arrangement Becomes Effective

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 it has today lodged with the Australian Securities and Investments Commission a copy of the orders of the Federal Court of Australia (“Orders”) approving the scheme of arrangement pursuant to which Arcadium Lithium plc (“Arcadium Lithium”) will acquire 100% of the shares in Allkem (“Scheme”) in connection with Transaction.

As a result, the Scheme is now legally effective.

Suspension of trading

It is expected that Allkem shares will be suspended from trading:

• on ASX, at the close of trading (AEDT) today (21 December 2023); and
• on TSX, at 4:00 pm (Toronto time) on 21 December 2023.

Eligibility to receive Scheme Consideration

On implementation of the Scheme, Allkem shareholders (other than ineligible overseas shareholders) who are registered as such on the Scheme Record Date (being 7:00 pm (AEDT) on 27 December 2023) will receive:

• in the case of Allkem principal register shareholders, one Arcadium Lithium CDI for each Allkem Share held, unless they have validly elected to receive Arcadium Lithium shares instead; and
• in the case of Allkem Canadian branch register shareholders, one Arcadium Lithium share for each Allkem Share held, unless they validly have elected to receive Arcadium Lithium CDIs instead.

Ineligible overseas shareholders will not receive Arcadium Lithium Shares or Arcadium Lithium CDIs under the Scheme, and will instead receive their share of the net proceeds from the sale of Arcadium Lithium CDIs by the Sale Nominee. Ineligible overseas shareholders should refer to section 3.4 of the Scheme Booklet for further information.

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.

Arcadium Lithium shares are expected to commence trading on the New York Stock Exchange (“NYSE”) on 4 January 2024 (New York time).

Allkem Shareholders who sell Arcadium Lithium CDIs before they receive their holding statements or confirm their holdings of Arcadium Lithium CDIs do so at their own risk.¹ Neither Allkem nor Arcadium Lithium takes any responsibility for such trading.

Allkem Shareholders should be aware that Arcadium Lithium Shares will not trade on a deferred settlement basis on the NYSE. Accordingly, Allkem Shareholders who will receive Arcadium Lithium Shares under the Scheme (being eligible Allkem Canadian branch register shareholders who do not validly elect to receive Arcadium Lithium CDIs, and eligible Allkem principal register shareholders who validly elect to receive Arcadium Lithium Shares) will not be able to trade their Scheme Consideration until after commencement of trading of Arcadium Lithium Shares on the NYSE (which is expected to commence at 9:30 am (New York time) on the Implementation Date).

Scheme timetable

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

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.

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.

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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. Further details in relation to deferred settlement trading of Arcadium Lithium CDIs is set out in the Scheme Booklet in section 3.2(e).