Federal Court approves convening of Scheme Meeting and dispatch of Scheme Booklet
08 Noviembre 2023 - 1:23AM
Allkem Limited (ASX: AKE, “
Allkem” or the
“
Company”) is pleased to provide the following
update in relation to the proposed merger of equals between Allkem
and Livent Corporation (“
Livent”), announced to
ASX on 10 May 2023 (“
Transaction”).
Court Approval
The Federal Court of Australia has today made
orders:
- that Allkem
convene a meeting of Allkem shareholders to consider and vote on
the proposed scheme of arrangement between Allkem and its
shareholders that forms part of the Transaction
(“Scheme”), (“Scheme Meeting”);
and
- approving the
dispatch to Allkem shareholders of a notice of meeting and
explanatory statement in relation to the Scheme (“Scheme
Booklet”).
Scheme Booklet
The Scheme Booklet will be released to ASX and
sent to Allkem shareholders following registration with the
Australian Securities and Investments Commission
(“ASIC”). It will also be available on Allkem's
website at https://www.allkem.co/.
The Scheme Booklet will include a copy of the
Independent Expert’s Report, which has been prepared by Kroll
Australia Pty Ltd.
The Scheme Booklet will be dispatched to Allkem
Shareholders as follows:
- Allkem
shareholders who have elected to receive hard copies of
communications from Allkem will receive (by post) a physical copy
of the Scheme Booklet, along with a personalised proxy form for the
Scheme Meeting;
- Allkem
shareholders who have elected to receive electronic communications
from Allkem will receive an email containing instructions about how
to access and download a copy of the Scheme Booklet, as well as how
to lodge their proxy form and/or voting instructions;
- Allkem
shareholders who have not made an election (to either receive
electronic or hard copy communications from Allkem) will receive a
letter (by post) containing instructions about how to access and
download a copy of the Scheme Booklet, along with a personalised
proxy form for the Scheme Meeting.
Allkem Shareholders should carefully read the
Scheme Booklet in its entirety, including the materials
accompanying it, before deciding whether to vote in favour of the
Scheme.
Scheme Meeting
The Scheme Meeting will be held at The Studio,
Level 2, Crown Towers, Crown Perth Convention Centre, Great Eastern
Highway, Burswood, Western Australia 6100, on 19 December 2023
commencing at 10:30am (AWST) / 1:30pm (AEDT). Allkem shareholders
can also attend the Scheme Meeting virtually, via the online
platform at https://meetnow.global/MUHNARQ.
Further details of how to access the online
platform and participate in the Scheme Meeting online will be
contained in the Notice of Scheme Meeting included in the Scheme
Booklet, and the Computershare Online Meeting Guide that is
included in the Notice of Scheme Meeting.
Each Allkem shareholder who is registered on the
Allkem register at 7:00 pm (AEDT) on 17 December 2023 is entitled
to attend and vote at the Scheme Meeting. All Allkem shareholders
are encouraged to vote by completing and returning the proxy form,
or by attending the Scheme Meeting in person (including online, or
by proxy, attorney or corporate representative).
Indicative Scheme Timetable
The key dates expected for the Transaction are
set out below. Allkem will continue to update shareholders about
any material developments in relation to the Transaction or the
indicative timetable for the Transaction, as the timetable
progresses.
Date / time |
Event |
15 November 2023 |
Completion of Scheme Booklet dispatch |
10:30am (AWST) / 1:30pm (AEDT) on 17 December 2023 |
Latest time and date for receipt of proxy forms for Scheme
Meeting |
7:00pm (AEDT) on 17 December 2023 |
Time and date for determining eligibility to vote at the Scheme
Meeting |
10:30am (AWST) / 1:30pm (AEDT) on 19 December 2023 |
Scheme Meeting |
If the Scheme is approved by Allkem Shareholders (and the
US Merger is approved by Livent Stockholders) |
20 December 2023 |
Second Court Date for approval of the Scheme |
21 December 2023 |
Scheme Effective Date |
7.00pm (AEDT) on 27 December 2023 |
Record Date for determining entitlements to
receive Scheme Consideration |
4 January 2024 |
Scheme Implementation DateScheme Consideration
issued to Eligible Shareholders |
4 January 2024 (New York time) |
US Merger Effective TimeNewCo Shares issued to
Livent Stockholders after this time |
Note: All references to time
above are references to AEDT (Sydney time), unless otherwise
specified.
All dates following the date of the Scheme
Meeting are indicative only and, among other things, are subject to
all necessary approvals from the Court and other Governmental
Entities and the satisfaction or permissible waiver of all other
applicable closing conditions. Allkem reserves the right to vary
the times and dates set out above. Any changes to the above
timetable (which may include an earlier Second Court Hearing) 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
LimitedABN 31 112 589 910 Level 35, 71 Eagle StBrisbane,
QLD 4000 |
Investor Relations & Media EnquiriesAndrew
Barber M: +61 418 783 701 E:
Andrew.Barber@allkem.coPhoebe LeeP: +61 7 3064
3600 E: Phoebe.Lee@allkem.co |
Connect info@allkem.co+61 7 3064
3600www.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.
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