お知らせ • May 12
Allkem Limited (ASX:AKE) signed a definitive agreement to acquire Livent Corporation (NYSE:LTHM) in a merger of equals transaction for $3.7 billion.
Allkem Limited (ASX:AKE) signed a definitive agreement to acquire Livent Corporation (NYSE:LTHM) in a merger of equals transaction for $3.7 billion on May 10, 2023. The transaction would create the combine company value of $10.6 billion. NewCo will have a primary listing on the NYSE and maintain a foreign exempt listing on the ASX (via the issue of CDIs to Allkem shareholders). Under the terms of the Transaction, existing Allkem shareholders will receive one NewCo ASX listed CDI (or be able to elect to receive one NewCo NYSE listed share instead of a CDI) for each Allkem ordinary share held, except for shareholders in certain ineligible jurisdictions, who will receive cash proceeds from the sale of the NewCo CDIs in lieu of such CDIs after closing. Under the Merger, Livent shareholders will receive 2.406 NewCo NYSE listed shares of common stock for each Livent share held. Following the Transaction, Allkem and Livent shareholders are expected to own approximately 56% and 44% of the combined company, respectively. NewCo is to be incorporated in the Bailiwick of Jersey, with corporate headquarters to be in North America, with the exact location and company name to be announced at a later date, and corporate residency to be in Ireland. Upon completion of the Transaction, Peter Coleman will become the Chairman of NewCo, Paul Graves will become the Chief Executive Officer of NewCo, and Gilberto Antoniazzi will become the Chief Financial Officer of NewCo. The NewCo Board will have 14 members, consisting of 7 directors designated by Allkem and 7 directors designated by Livent. The commercial, operational, and capital deployment teams will be comprised of representatives from both companies. Allkem Chief Executive Officer, Martín Pérez de Solay, will provide consulting services to NewCo to help facilitate a smooth integration process post transaction close.
The transaction is expected to close by the end of calendar year 2023. Share for share exchange transaction expected to be a tax-free transaction for shareholders. The transaction have been unanimously approved by the Board of Directors of each company, and in the case of Allkem, subject to the Independent Expert concluding, and continuing to conclude, that the Scheme is in the best interest of Allkem shareholders. Closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including receipt of regulatory approvals, approval by both Livent and Allkem shareholders, the Independent Expert concluding that the Scheme is in the best interest of Allkem shareholders and not changing, withdrawing, or qualifying that conclusion, tax opinion delivery, and Australian tax class ruling confirmation, and Australian Court approval. The Transaction Agreement includes reciprocal exclusivity arrangements (including notification obligations) in favour of both parties, a matching right regime in favour of both parties and termination fees in favour of both parties. The exclusivity arrangements are subject to customary exceptions that enable the directors of Allkem and Livent to comply with their respective fiduciary and/or statutory duties.
Gordon Dyal & Co., LLC. is acting as exclusive financial advisor and William H. Aaronson, Cheryl Chan, William A. Curran, Kyoko Takahashi Lin, Michael Kaplan, Howard Shelanski and Suzanne Munck af Rosenschold of Davis Polk & Wardwell LLP and Allens are acting as legal counsel to Livent. UBS Securities Australia Limited and Morgan Stanley & Co. LLC are acting as financial advisors and King & Wood Mallesons and Sidley Austin LLP are acting as legal counsel to Allkem.