World-class lithium business to strengthen Rio
Tinto’s position as global leader in
energy transition commodities
Counter-cyclical expansion into a high-growth
market, aligned with Rio Tinto’s long-term strategy and disciplined
capital allocation framework
Rio Tinto’s scale, project development
capabilities and financial strength to unlock full potential of
Arcadium Lithium’s Tier 1 resource base
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Rio Tinto and Arcadium Lithium plc (“Arcadium Lithium” or
“Arcadium”) (NYSE: ALTM) (ASX: LTM) today announced a
definitive agreement (the “Transaction Agreement”) under which Rio
Tinto will acquire Arcadium in an all-cash transaction for US$5.85
per share (the “Transaction”). The Transaction represents a
premium of 90% to Arcadium’s closing price of $3.08 per share on 4
October 2024, a premium of 39% to Arcadium’s volume-weighted
average price (VWAP) since Arcadium was created on 4 January 2024,
and values Arcadium’s diluted share capital at approximately $6.7
billion1.
The Transaction will bring Arcadium’s world-class, complementary
lithium business into Rio Tinto’s portfolio, establishing a global
leader in energy transition commodities – from aluminium and copper
to high-grade iron ore and lithium.
Arcadium is a global, fast-growing, vertically integrated
lithium chemicals producer with an asset base of long-life,
low-cost operations and growth projects. It has leading
capabilities in lithium chemicals manufacturing and extraction
processes, including hard-rock mining, conventional brine
extraction and direct lithium extraction. Arcadium’s current annual
lithium production capacity across a range of products including
lithium hydroxide and lithium carbonate is 75,000 tonnes lithium
carbonate equivalent2, with expansion plans in place to more than
double capacity by the end of 20283. Arcadium’s global operations,
comprising approximately 2,400 employees, include facilities and
projects in Argentina, Australia, Canada, China, Japan, the United
Kingdom and the United States.
Rio Tinto Chief Executive Officer Jakob Stausholm said:
“Acquiring Arcadium Lithium is a significant step forward in Rio
Tinto’s long-term strategy, creating a world-class lithium business
alongside our leading aluminium and copper operations to supply
materials needed for the energy transition. Arcadium Lithium is an
outstanding business today and we will bring our scale, development
capabilities and financial strength to realise the full potential
of its Tier 1 portfolio. This is a counter-cyclical expansion
aligned with our disciplined capital allocation framework,
increasing our exposure to a high-growth, attractive market at the
right point in the cycle.
“We look forward to building on Arcadium Lithium’s contributions
to the countries and communities where it operates, drawing on the
strong presence we already have in these regions. Our team has deep
conviction in the long-term value that combining our offerings will
deliver to all stakeholders.”
Arcadium Lithium CEO Paul Graves said: “We are confident that
this is a compelling cash offer that reflects a full and fair
long-term value for our business and de-risks our shareholders’
exposure to the execution of our development portfolio and market
volatility. Arcadium Lithium is a leading global lithium producer
with the widest offering of lithium chemical products and a
world-class manufacturing network, backed by a broad technology
portfolio and expertise in all aspects of the lithium value chain.
This agreement with Rio Tinto demonstrates the value in what we
have built over many years at Arcadium Lithium and its predecessor
companies, and we are excited that this transaction will give us
the opportunity to accelerate and expand our strategy, for the
benefit of our customers, our employees, and the communities in
which we operate.”
Compelling Strategic and Financial Rationale
The transaction will bring Rio Tinto’s scale, development
capabilities and financial strength to realise the full potential
of the Arcadium portfolio.
- Tier 1 assets. Arcadium is one of the world’s leading
global lithium platforms, with diversified production and
processing capabilities, a broad range of high-performance lithium
products, a highly attractive suite of growth projects, and
long-term blue-chip customer relationships. Its Tier 1 assets have
maintained high margins through-the-cycle, and its resource base is
expected to support ~130% capacity growth by 2028 within Rio
Tinto’s existing geographies2. Rio Tinto’s and Arcadium’s combined
assets will represent the world’s largest lithium resource base and
make Rio Tinto one of the leading lithium producers globally on a
pro-forma basis.
- Complementary capabilities. Rio Tinto has the balance
sheet strength and proven project delivery capability to execute
and, over time, accelerate the full potential from Arcadium’s Tier
1 resource base. Rio Tinto and Arcadium have complementary
footprints and deep experience in Argentina and Quebec, where Rio
Tinto expects to establish world-class lithium hubs with clear
opportunities for sharing skillsets and reducing costs. Combining
Rio Tinto and Arcadium’s technological leadership in lithium
extraction, the transaction will position Rio Tinto to become a
market leader in lithium processing. Rio Tinto looks forward to
building on Arcadium’s history of commercial excellence that
includes multi-year relationships with leading OEMs and battery
companies, by ensuring reliable, low-cost and sustainable
supply.
- Compelling economics. The transaction offers compelling
value driven by accelerating volume growth in a rising market
contributing to significantly higher EBITDA and free cash flow in
the outer years, before anticipated synergies. Acquiring Arcadium
is consistent with Rio Tinto’s disciplined approach to capital
allocation and will unlock significant value for shareholders,
underpinned by the financial strength that we will bring. Rio Tinto
will maintain its strong balance sheet following the close of this
transaction, in line with its Single A credit rating, as well as
its long track record of shareholder returns. Rio Tinto expects
Arcadium’s projected growth capital expenditure to represent
approximately 5% of Rio Tinto’s group capital expenditure of up to
$10 billion across 2025 and 2026.
- Right timing. Rio Tinto is confident in the long-term
outlook for lithium, with more than 10% compound annual growth rate
in lithium demand expected through to 2040 leading to a supply
deficit4. With spot lithium prices down more than 80% versus peak
prices, this counter-cyclical acquisition comes at a time with
substantial long-term market and portfolio upside, underpinned by
an appealing market structure and established jurisdictions.
Transaction Details
The Transaction has been unanimously approved by both the Rio
Tinto and Arcadium Lithium Boards of Directors. The Transaction,
which will be implemented by way of a Jersey scheme of arrangement,
is expected to close in mid-2025. Key conditions to closing of the
Transaction include approval of Arcadium Lithium shareholders and
the Royal Court of Jersey. In addition, the Transaction is subject
to receipt of customary regulatory approvals and other closing
conditions.
Rio Tinto BM Subsidiary Limited, an indirect wholly owned
subsidiary of Rio Tinto plc, will acquire the Arcadium Lithium
shares pursuant to the Transaction Agreement.
Arcadium Lithium shareholders do not need to take any action at
the present time. A notice of meeting and proxy statement for the
required meeting of Arcadium Lithium shareholders, when available,
will contain additional information regarding the Transaction. A
majority in number of those Arcadium Lithium shareholders present
and voting, and representing at least 75% of the voting rights of
all shares voted, will be required to complete the Transaction.
Full details of the terms and conditions of the Transaction are
set out in the Transaction Agreement, which may be obtained, free
of charge, on the SEC's website (http://www.sec.gov) when
available, and Rio Tinto’s website at
https://www.riotinto.com/en/invest/exchange-releases.
Conference Call
Rio Tinto and Arcadium Lithium management will discuss the
Transaction during a live webcast for investors and analysts at
9:30 AM BST on 9 October 2024.
Participants can access the live webcast at
https://edge.media-server.com/mmc/p/rzeiv2dj or conference call at
https://register.vevent.com/register/BIc28a9d251f054b4fbd6c5685102bf8d6
Transaction Website
Additional information regarding the Transaction, including a
Rio Tinto investor presentation, can be found at
www.RioTintoAndArcadium.com.
As a result of its pending combination, Arcadium Lithium will
not hold an earnings conference call in connection with its third
quarter financial results.
Advisors
Goldman Sachs and J.P. Morgan are acting as financial advisors
to Rio Tinto and Linklaters LLP is acting as lead legal advisor.
Gordon Dyal & Co. is serving as lead financial advisor and UBS
Investment Bank as financial advisor to Arcadium Lithium, and Davis
Polk & Wardwell LLP is serving as legal counsel.
About Arcadium Lithium
Arcadium Lithium is a leading global lithium chemicals producer
committed to safely and responsibly harnessing the power of lithium
to improve people’s lives and accelerate the transition to a clean
energy future. Arcadium Lithium collaborates with their customers
to drive innovation and power a more sustainable world in which
lithium enables exciting possibilities for renewable energy,
electric transportation and modern life. Arcadium Lithium is
vertically integrated, with industry-leading capabilities across
lithium extraction processes, including hard-rock mining,
conventional brine extraction and direct lithium extraction (DLE),
and in lithium chemicals manufacturing for high performance
applications. They have operations around the world, with
facilities and projects in Argentina, Australia, Canada, China,
Japan, the United Kingdom and the United States. For more
information, please visit www.ArcadiumLithium.com.
Important Notices
This announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law. In connection with the
Transaction, Arcadium Lithium will file with the US Securities and
Exchange Commission (the “SEC”) certain proxy materials,
which shall constitute the scheme document and the proxy statement
relating to the proposed Transaction (the “proxy
statement”).
The proxy statement will contain the full terms and conditions
of the Transaction, including details with respect to the Arcadium
Lithium shareholder vote in respect of the Transaction and will be
sent or otherwise disseminated to Arcadium Lithium’s shareholders
and will contain important information about the proposed
Transaction and related matters. Any decision in respect of, or
other response to, the Transaction should be made only on the basis
of the information contained in the proxy statement.
SHAREHOLDERS OF ARCADIUM LITHIUM ARE ADVISED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
The proxy statement and other relevant documents may be
obtained, free of charge, on the SEC's website
(http://www.sec.gov), when available. Arcadium Lithium’s
shareholders may obtain free copies of the proxy statement once it
is available from Arcadium Lithium by going to Arcadium Lithium’s
website at www.arcadiumlithium.com.
This announcement does not constitute a prospectus or prospectus
exemption document.
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Rio
Tinto and no one else in connection with the Transaction and will
not be responsible to anyone other than Rio Tinto for providing the
protections afforded to clients of Goldman Sachs, or for providing
advice in relation to the matters referred to herein. Neither
Goldman Sachs nor any of Goldman Sachs' subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Goldman Sachs in connection with this announcement,
any statement contained herein or otherwise.
J.P. Morgan Securities plc which is authorised in the United
Kingdom by the Prudential Regulation Authority (the “PRA”) and
regulated by the PRA and the Financial Conduct Authority and J.P.
Morgan Securities LLC, which is a US registered broker dealer and
regulated by the Financial Industry Regulatory Authority (J.P.
Morgan Securities plc and J.P. Morgan Securities LLC together “J.P.
Morgan”) are acting as financial adviser exclusively for Rio Tinto
and no one else in connection with the Transaction and will not
regard any other person as its client in relation to the
Transaction and will not be responsible to anyone other than Rio
Tinto for providing the protections afforded to clients of J.P.
Morgan or its affiliates, nor for providing advice in relation to
the Transaction or any other matter or arrangement referred to
herein.
Participants in the Solicitation
Rio Tinto, Arcadium Lithium and certain of their respective
directors and officers may be deemed participants in the
solicitation of proxies of Arcadium Lithium’s shareholders in
connection with the proposed Transaction. Additional information
regarding the foregoing persons, including their direct and
indirect interests, by security holdings or otherwise, will be set
forth in the proxy statement and other relevant documents to be
filed with the SEC. Arcadium Lithium’s shareholders and other
interested persons may obtain, without charge, more detailed
information regarding the directors and officers of Arcadium
Lithium in Arcadium Lithium’s Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2023, which was filed with the SEC
on April 29, 2024, and regarding the directors and officers of Rio
Tinto in Rio Tinto’s Annual Report on Form 20-F, for the fiscal
year ended December 31, 2023, which was filed with the SEC on
February 23, 2024.
General
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other documents relating to the Transaction are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any such jurisdictions.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Transaction disclaim any responsibility or liability for the
violations of any such restrictions by any person.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Transaction, and other information published by Arcadium Lithium,
Rio Tinto or any member of the Rio Tinto Group contain statements
which are, or may be deemed to be, “forward looking statements”
within the meaning of Section 27A of the Securities Act and Section
21E of the US Securities Exchange Act of 1934. Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Rio Tinto, any member of the Rio Tinto Group
or the enlarged group following the Transaction (“Enlarged
Group”) shall operate in the future and are subject to risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. The
forward looking statements contained in this announcement relate to
Rio Tinto, any member of the Rio Tinto Group or the Enlarged
Group’s future prospects, developments and business strategies, the
expected timing and scope of the Transaction and other statements
other than historical facts. In some cases, these forward looking
statements can be identified by the use of forward looking
terminology, including the terms “believes”, “estimates”, “will
look to”, “shall look to”, “would look to”, “plans”, “prepares”,
“anticipates”, “expects”, “is expected to”, “is subject to”,
“budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”,
“cost-saving”, “projects” “intends”, “may”, “will”, “shall”, or
“should” or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Rio Tinto’s, any member of the Rio Tinto
Group or Arcadium Lithium’s operations and potential synergies
resulting from the Transaction; and (iii) the effects of global
economic conditions and governmental regulation on Rio Tinto’s, any
member of the Rio Tinto Group or Arcadium Lithium’s business. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals and other risks and
uncertainties detailed in Rio Tinto’s filings with the SEC,
including Rio Tinto’s Annual Report on Form 20-F, for the fiscal
year ended December 31, 2023, which was filed with the SEC on
February 23, 2024. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
prove incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors. Neither
Arcadium Lithium or any of Rio Tinto or any member of the Rio Tinto
Group, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this announcement shall actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature
involve, risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group’s operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Rio Tinto Group or
Arcadium Lithium Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
Arcadium Lithium, the Rio Tinto Group and Rio Tinto expressly
disclaim any obligation to update such statements other than as
required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Rio Tinto or Arcadium Lithium, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Rio Tinto or Arcadium Lithium, as
appropriate.
LEI: 213800YOEO5OQ72G2R82
This announcement contains inside information.
This announcement is authorised for release to the market by
Andy Hodges, Rio Tinto’s Group Company Secretary.
1 Includes conversion of all outstanding convertible senior
notes due 2025.
2 Excludes the Mt Cattlin spodumene operation.
3 Source: Arcadium Lithium company disclosures.
4 Benchmark Mineral Intelligence (BMI) benchmark supply and
demand forecast as of September 2024.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241008650501/en/
Please direct all enquiries
to media.enquiries@riotinto.com
Media Relations, United Kingdom Matthew Klar
M +44 7796 630 637 David Outhwaite M +44 7787
597 493
Media Relations, Australia Matt Chambers M +61
433 525 739 Michelle Lee M +61 458 609 322 Rachel
Pupazzoni M +61 438 875 469
Media Relations, Canada Vanessa Damha M +1 514
715 Malika Cherry M +1 418 592 7293
Media Relations, US Jesse Riseborough M +1 202
394 9480
Investor Relations, United Kingdom David Ovington
M +44 7920 010 978 Laura Brooks M +44 7826 942
797 Wei Wei Hu M +44 7825 907 230
Investor Relations, Australia Tom Gallop M +61
439 353 948 Amar Jambaa M +61 472 865 948
Arcadium Lithium contacts
Investors Daniel Rosen M +1 215 299 6208
daniel.rosen@arcadiumlithium.com Phoebe Lee M +61 413 557
780 phoebe.lee@arcadiumlithium.com
Media Karen Vizental M+54 9 114 414 4702
karen.vizental@arcadiumlithium.com
Teneo Katherine Kim M +61 439 288 212
katherine.kim@teneo.com Mark Stokes M +1 646 522 6268
mark.stokes@teneo.com
Rio Tinto plc 6 St James’s Square London SW1Y 4AD United
Kingdom T +44 20 7781 2000 Registered in England No.
719885
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3000 Australia T +61 3 9283 3333 Registered in
Australia ABN 96 004 458 404
riotinto.com
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