Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the
“Company”), a leading global lithium-ion battery resource recovery
company, today announced that its previously announced
consolidation (the “Share Consolidation”) of all of its issued and
outstanding common shares (“Shares”) at a ratio of eight (8)
pre-consolidation Shares for one (1) post-consolidation Share
became effective today.
The Company expects the Shares to begin trading on a
post-consolidation basis on the New York Stock Exchange (“NYSE”)
when the market opens on June 4, 2024, under the existing symbol
“LICY.” The new CUSIP identifier for the Shares will be
50202P204.
Shareholders will not receive any fractional Shares as a result
of the Share Consolidation. Any fractional Shares resulting from
the Share Consolidation are deemed to have been tendered
immediately by the holder thereof to the Company for cancellation
for no consideration. The Share Consolidation does not modify any
voting rights or other terms of the Shares.
As a result of the Share Consolidation, the exercise or
conversion price and the number of Shares issuable under any of the
Company’s outstanding securities that are exercisable or
convertible into Shares, including under equity awards, warrants,
rights, convertible notes and other similar securities, will be
proportionally adjusted in accordance with the terms of such
securities.
The Share Consolidation has been implemented to potentially
increase the trading price of Shares and regain compliance with the
NYSE minimum share price criteria set forth in Section 802.01C of
the NYSE Listed Company Manual.
Continental Stock Transfer and Trust Company (“Continental”),
the Company's transfer agent, has acted as the exchange agent for
the Share Consolidation. Shares held by shareholders in ‘street
name’ will have their accounts automatically credited by their
brokerage firm, bank or other nominee, as will any shareholders who
held their Shares in book-entry form at Continental.
About Li-Cycle Holdings Corp.
Li-Cycle (NYSE: LICY) is a leading global lithium-ion battery
resource recovery company. Established in 2016, and with major
customers and partners around the world, Li-Cycle’s mission is to
recover critical battery-grade materials to create a domestic
closed-loop battery supply chain for a clean energy future. The
Company leverages its innovative, sustainable and patent-protected
Spoke & Hub Technologies™ to recycle all different types of
lithium-ion batteries. At our Spokes, or pre-processing facilities,
we recycle battery manufacturing scrap and end-of-life batteries to
produce black mass, a powder-like substance which contains a number
of valuable metals, including lithium, nickel and cobalt. At our
future Hubs, or post-processing facilities, we plan to process
black mass to produce critical battery-grade materials, including
lithium carbonate, for the lithium-ion battery supply chain. For
more information, visit https://li-cycle.com/.
Forward-Looking Statements
Certain statements contained in this press release may be
considered “forward-looking statements” within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995, Section 27A
of the U.S. Securities Act of 1933, as amended, Section 21 of the
U.S. Securities Exchange Act of 1934, as amended, and applicable
Canadian securities laws. Forward-looking statements may generally
be identified by the use of words such as “will”, “expect”, or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, although
not all forward-looking statements contain such identifying words.
Forward-looking statements in this press release include but are
not limited to statements about: the expected commencement of
trading of the Shares on a post-consolidation basis on the NYSE and
the intended effects of the Share Consolidation, including
potentially an increase in the trading price of the Shares and
regained compliance with the NYSE’s continued listing standards.
These statements are based on various assumptions, whether or not
identified in this communication, including but not limited to
assumptions regarding the timing, scope and cost of Li-Cycle’s
projects; Li-Cycle’s ability to execute on its growth and other
strategic plans; the processing capacity and production of
Li-Cycle’s facilities; Li-Cycle’s ability to source feedstock and
manage supply chain risk; Li-Cycle’s ability to increase recycling
capacity and efficiency; Li-Cycle’s ability to obtain financing on
acceptable terms; Li-Cycle’s ability to retain and hire key
personnel and maintain relationships with customers, suppliers and
other business partners; general economic conditions; currency
exchange and interest rates; compensation costs; and inflation.
There can be no assurance that such estimates or assumptions will
prove to be correct and, as a result, actual results or events may
differ materially from expectations expressed in or implied by the
forward-looking statements.
These forward-looking statements are provided for the purpose of
assisting readers in understanding certain key elements of
Li-Cycle’s current objectives, goals, targets, strategic
priorities, expectations and plans, and in obtaining a better
understanding of Li-Cycle’s business and anticipated operating
environment. Readers are cautioned that such information may not be
appropriate for other purposes and is not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability.
Forward-looking statements involve inherent risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the control of Li-Cycle, and are not guarantees of
future performance. Li-Cycle believes that these risks and
uncertainties include, but are not limited to, the following:
Li-Cycle’s inability to economically and efficiently source,
recover and recycle lithium-ion batteries and lithium-ion battery
manufacturing scrap, as well as third party black mass, and to meet
the market demand for an environmentally sound, closed-loop
solution for manufacturing waste and end-of-life lithium-ion
batteries; Li-Cycle’s inability to successfully implement its
global growth strategy, on a timely basis or at all; Li-Cycle’s
inability to manage future global growth effectively; Li-Cycle’s
inability to develop the Rochester Hub as anticipated or at all,
and other future projects including its Spoke network expansion
projects in a timely manner or on budget or that those projects
will not meet expectations with respect to their productivity or
the specifications of their end products; Li-Cycle’s history of
losses and expected significant expenses for the foreseeable future
as well as additional funds required to meet Li-Cycle’s liquidity
needs and capital requirements in the future not being available to
Li-Cycle on acceptable terms or at all when it needs them; risk and
uncertainties related to Li-Cycle’s ability to continue as a going
concern; uncertainty related to the success of Li-Cycle’s cash
preservation plan and related past and further workforce
reductions; Li-Cycle’s inability to attract, train and retain top
talent who possess specialized knowledge and technical skills;
Li-Cycle’s failure to oversee and supervise strategic review of all
or any of the Li-Cycle’s operations and capital project and obtain
financing and other strategic alternatives; Li-Cycle’s inability to
service its debt and the restrictive nature of the terms of its
debt; Li-Cycle’s potential engagement in strategic transactions,
including acquisitions, that could disrupt its business, cause
dilution to its shareholders, reduce its financial resources,
result in incurrence of debt, or prove not to be successful; one or
more of Li-Cycle’s current or future facilities becoming
inoperative, capacity constrained or disrupted, or lacking
sufficient feed streams to remain in operation; the potential
impact of the pause in construction of the Rochester Hub on the
authorizations and permits granted to Li-Cycle for the operation of
the Rochester Hub and the Spokes on pause; the risk that the New
York state and municipal authorities determine that the permits
granted to Li-Cycle for the production of metal sulphates at the
Rochester Hub will be impacted by the change to MHP and the
reduction in scope for the project; Li-Cycle’s failure to
materially increase recycling capacity and efficiency; Li-Cycle
expects to continue to incur significant expenses and may not
achieve or sustain profitability; problems with the handling of
lithium-ion battery cells that result in less usage of lithium-ion
batteries or affect Li-Cycle’s operations; Li-Cycle’s inability to
maintain and increase feedstock supply commitments as well as
secure new customers and off-take agreements; a decline in the
adoption rate of EVs, or a decline in the support by governments
for “green” energy technologies; decreases in benchmark prices for
the metals contained in Li-Cycle’s products; changes in the volume
or composition of feedstock materials processed at Li-Cycle’s
facilities; the development of an alternative chemical make-up of
lithium-ion batteries or battery alternatives; Li-Cycle’s expected
revenues for the Rochester Hub are expected to be derived
significantly from a limited number of customers; uncertainty
regarding the sublease agreement with Pike Conductor Dev 1, LLC
related to the construction, financing and leasing of a warehouse
and administrative building for the Rochester Hub; Li-Cycle’s
insurance may not cover all liabilities and damages; Li-Cycle’s
heavy reliance on the experience and expertise of its management;
Li-Cycle’s reliance on third-party consultants for its regulatory
compliance; Li-Cycle’s inability to complete its recycling
processes as quickly as customers may require; Li-Cycle’s inability
to compete successfully; increases in income tax rates, changes in
income tax laws or disagreements with tax authorities; significant
variance in Li-Cycle’s operating and financial results from period
to period due to fluctuations in its operating costs and other
factors; fluctuations in foreign currency exchange rates which
could result in declines in reported sales and net earnings;
unfavorable economic conditions, such as consequences of the global
COVID-19 pandemic; natural disasters, unusually adverse weather,
epidemic or pandemic outbreaks, cyber incidents, boycotts and
geo-political events; failure to protect or enforce Li-Cycle’s
intellectual property; Li-Cycle may be subject to intellectual
property rights claims by third parties; Li-Cycle may be subject to
cybersecurity attacks, including, but not limited to, ransomware;
Li-Cycle’s failure to effectively remediate the material weaknesses
in its internal control over financial reporting that it has
identified or its failure to develop and maintain a proper and
effective internal control over financial reporting; the potential
for Li-Cycle’s directors and officers who hold Company common
shares to have interests that may differ from, or be in conflict
with, the interests of other shareholders; and risks related to
adoption of Li-Cycle’s shareholder rights plan and amendment to the
shareholder rights plan; the Shares may not begin trading on a
post-consolidation basis on the NYSE as expected and the volatility
of the price of Li-Cycle’s common shares. These and other risks and
uncertainties related to Li-Cycle’s business are described in
greater detail in the sections titled “Item 1A. Risk Factors” and
“Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operation—Key Factors Affecting Li-Cycle’s
Performance” in its Annual Report on Form 10-K and the sections
titled “Part II. Other Information—Item 1A. Risk Factors” and “Part
I. Financial Information—Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operation—Key
Factors Affecting Li-Cycle’s Performance” in its Quarterly Reports
on Form 10-Q, in each case filed with the U.S. Securities and
Exchange Commission and the Ontario Securities Commission in
Canada. Because of these risks, uncertainties and assumptions,
readers should not place undue reliance on these forward-looking
statements. Actual results could differ materially from those
contained in any forward-looking statement.
Li-Cycle assumes no obligation to update or revise any
forward-looking statements, except as required by applicable laws.
These forward-looking statements should not be relied upon as
representing Li-Cycle’s assessments as of any date subsequent to
the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20240603750175/en/
Investor Relations & Media Louie Diaz Sheldon D'souza
Investor Relations: investors@li-cycle.com Media:
media@li-cycle.com
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