Scheme Booklet registered by ASIC
08 Noviembre 2023 - 7:33PM
Allkem Limited (ASX: AKE, “
Allkem”) refers the
proposed merger of equals between Allkem and Livent Corporation
announced to ASX on 10 May 2023 (“
Transaction”).
Scheme Booklet
Allkem is pleased to confirm that the Australian
Securities and Investments Commission (“ASIC”) has
today registered the notice of meeting and explanatory statement in
relation to the proposed scheme of arrangement pursuant to which
Arcadium Lithium plc (“NewCo”) will acquire all of
the shares in Allkem under the Transaction
(“Scheme Booklet”). A copy of the
Scheme Booklet is attached to this announcement and will also be
made available on Allkem’s website at https://www.allkem.co/.
The Scheme Booklet will be dispatched to Allkem
shareholders by 15 November 2023 in the manner described in
Allkem's announcement on 8 November 2023.
Allkem shareholders should carefully read the
Scheme Booklet in its entirety, including the material accompanying
it, before deciding whether to vote in favour of the Scheme.
Independent Expert's
Report
The Scheme Booklet includes a copy of the
independent expert's report prepared by Kroll Australia Pty Ltd
(Independent Expert), which concludes that the
Scheme is in the best interests of Allkem Shareholders, in the
absence of a superior proposal in relation to Allkem.
The Independent Expert’s Report, including the
reasons for the Independent Expert’s opinion, is set out in
Annexure A to the Scheme Booklet.
Directors' recommendation
Your Allkem directors continue to unanimously
recommend that Allkem shareholders vote in favour of the Scheme,
subject to no superior proposal in relation to Allkem emerging and
to the Independent Expert continuing to conclude that the Scheme is
in the best interest of Allkem shareholders1.
Subject to those same qualifications, each
Allkem Director intends to vote, or procure the voting of, all
Allkem shares held or controlled by them 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 via an
online platform.
Further details of how to access the online
platform and participate in the Scheme Meeting online are contained
in the Notice of Scheme Meeting that forms part of the Scheme
Booklet, and the Computershare Online Meeting Guide that is
included in the Notice of Scheme Meeting and also available at
www.computershare.com.au/virtualmeetingguide.
1 Allkem shareholders should note that Allkem Directors will
receive certain benefits in connection with the Scheme, which are
detailed in the Scheme Booklet. Each of the Allkem Directors
considers that it is appropriate for them to make a recommendation
in relation to the Scheme, as each of them believes that the
benefits are not of such materiality to them that they impact their
consideration of the Scheme or their ability to make a
recommendation to Allkem shareholders.
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.
Shareholder
Information Line
If you have any questions about the Scheme or
the Scheme Booklet after reading the Scheme Booklet, please contact
the Allkem Shareholder Information Line on 1300 367 804 (within
Australia) or +61 2 9066 6162 (outside Australia) from 9:00 am to
5:00 pm (AEDT), Monday to Friday (excluding public holidays).
This release was authorised by the Board of
Directors of Allkem Limited.
Investor Relations & Media EnquiriesAndrew
BarberM: +61 418 783 701 E:
Andrew.Barber@allkem.coPhoebe LeeP: +61 7 3064
3600 E: Phoebe.Lee@allkem.co |
Connectinfo@allkem.co +61 7 3064
3600www.allkem.co |
IMPORTANT
NOTICES
Not for
release or
distribution in
the United
StatesThis 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.
PDF
available: http://ml.globenewswire.com/Resource/Download/352f5aad-f48f-421e-8f4b-5f8f546373ce
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