Allkem Limited (ASX and TSX: AKE, “
Allkem”) refers
to the proposed merger of equals between Allkem and Livent
Corporation (“
Livent”),
(“
Transaction”).
In accordance with ASX Listing Rule 3.13,
attached to this announcement are the following documents to be
presented at Allkem's Scheme Meeting being held at 10:30am (AWST) /
1:30pm (AEDT) today:
- Chairman's address; and
- Scheme Meeting presentation.
Allkem shareholders may participate in the
Scheme Meeting by attending in person at The Studio, Level 2, Crown
Towers, Crown Perth Convention Centre, Great Eastern Highway,
Burswood, Western Australia, or online at
https://meetnow.global/MUHNARQ.
The voting results of the Scheme Meeting will be
released to the ASX and TSX (via SEDAR+) shortly after the
conclusion of the Scheme Meeting.
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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 |
Connectinfo@allkem.co+61 7 3064
3600www.allkem.co |
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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.
Chairman’s Address
[Slide 1]
Good morning to everyone here in Perth and to
those joining us online. My name is Peter Coleman,
the Chairman of Allkem Limited, and it is my pleasure to chair
today’s Scheme Meeting.
Firstly, as a matter of housekeeping, should the
building fire alarm sound or you are advised that there is an
emergency in the building, there are 2 fire exits located at the
back of the room and one fire exit located at the front of the
room. The Crown staff will direct you to the nearest safety exit
and designated assembly area.
We begin by acknowledging the traditional
custodians of the land we are meeting on today, the Whadjuk
Nyoongar people. We pay our respects to their Elders past and
present. We extend that respect to any Aboriginal and Torres Strait
Islander peoples here today and to those joining us online.
Your Allkem Directors joining us online today
include:
- Our Managing
Director – Martín Perez de Solay;
- Non-Executive
Director – Richard Seville;
- Non-Executive
Director – Leanne Heywood;
- Non-Executive
Director – Alan Fitzpatrick;
- Non-Executive
Director – Florencia Heredia;
- Non-Executive
Director – John Turner; and
- Non-Executive
Director – Fernando Oris de Roa.
On behalf of my fellow Directors, welcome to
Allkem’s Scheme Meeting.
[Slide 2]
The purpose of this meeting is for Allkem
shareholders to vote on the scheme of arrangement in relation to
the proposed merger of equals with Livent Corporation.
The proposed merger with Livent will combine two
global lithium companies and bring together their highly
complementary range of assets, growth projects and operating skills
across extraction and processing under a vertically integrated
business model, with the scale and expertise to meet the rapidly
growing demand for lithium chemical products.
The merged entity will have a significant
portfolio of lithium assets diversified across key geographies,
products and customers. Cost synergies and capital expenditure
savings, in addition to other anticipated commercial synergies, are
expected to be realised from the opportunity to co-develop and
de-risk future expansion projects and operations.
Your Allkem Directors believe that the
Transaction is logical and highly compelling, with strong strategic
rationale and significant synergies that are expected to drive
value for Allkem Shareholders.
The Independent Expert’s Report concluded that
the scheme is in the best interest of shareholders, in the absence
of a superior proposal, and that remains the Independent Expert’s
conclusion today.
As no Superior Proposal has been received by
Allkem, and Kroll continues to conclude that the Scheme is in the
best interests of Allkem Shareholders, your Allkem directors
unanimously recommend that Allkem shareholders vote in favour of
the Scheme at today’s Scheme Meeting.
Closing of the proposed merger of Allkem and
Livent remains subject to certain key conditions precedent. These
conditions precedent are:
- Approval of the
Scheme Resolution by Allkem Shareholders by the requisite
majorities at this Scheme Meeting;
- Approval of the
Transaction Agreement and the transactions contemplated by it by
Livent stockholders at the Livent Stockholder Meeting (which will
be held later today, New York time); and
- Approval of the
Scheme by the Federal Court of Australia (subject to the other
conditions being met, to be determined tomorrow).
Subject to satisfaction of the remaining
conditions, it is expected that the transaction will be implemented
on 4 January 2024 (New York time). Further information on the
merger timetable can be found in the Appendix to this
presentation.
[Slide 3]
Today’s Scheme Meeting is held via a hybrid
format - allowing shareholders, proxyholders, representatives and
guests to attend the meeting either in person or virtually. Online
attendees can watch a live webcast of the meeting and have the
ability to ask questions and vote online via the Computershare
online virtual meeting platform.
If anyone attending the meeting online
experiences any issues or requires any assistance in relation to
the online platform, they should call the telephone support line on
+61 3 9415 4024.
If technical issues arise with the webcast that
result in a number of members being unable to participate, and I
(as Chairman) do not believe it is reasonable in the circumstances
to proceed with the meeting, I will adjourn the meeting until the
problem is fixed. Where the meeting is adjourned for a prolonged
period, we will upload notification of the adjournment onto the ASX
Announcements platform and onto the Allkem website at:
www.allkem.co. We will also provide details on those platforms as
to when the adjourned meeting will be reconvened.
I now call this meeting to order.
I confirm that a quorum is present and now
formally declare the meeting open.
Joint Company Secretaries John
Sanders and Dylan Roberts are also in
attendance.
Our share registry, Computershare, is
represented today by Mr Lewis Brimelow.
King & Wood Mallesons, the Company's legal
adviser, is represented at the Meeting by Antonella
Pacitti and Toby Newnes.
To enable shareholders to consider the business
of today’s meeting, a Notice of Scheme Meeting was made available
to all shareholders by its inclusion in Annexure G of the Scheme
Booklet dated 9 November 2023. The Scheme Booklet was dispatched to
each Allkem Shareholder in accordance with their communication
preferences and is also available on Allkem’s website and the ASX
Announcements Platform. I will take the Notice of Scheme Meeting as
read.
Before proceeding further, I advise that
2,081 proxies totalling 337,366,713
votes have been received for this meeting. As disclosed in
the Scheme Booklet, where an available proxy vote has been given to
the Chairman of the Meeting without instructions, I will vote in
favour of the resolution.
I now turn to the formal business to be
considered today.
We only have one resolution to be considered
today. Voting on that resolution will be conducted by way of a
poll.
For those attending in person, the poll will be
conducted once the resolution has been put to the meeting, and all
questions relating to the resolution have been dealt with.
For those attending virtually, the poll will be
conducted via the poll facility on the Computershare online meeting
platform.
Shortly, I will outline the procedure for the
poll.
I will then take questions on the proposed
resolution from Shareholders or their authorised representatives or
attorneys. Questions should relate to the resolution which is being
voted upon.
When voting is complete, we will close the
meeting. The results of the poll will be published via a release
made to the ASX and will also be made available on the Company’s
website.
I appoint Mr Lewis Brimelow
from Computershare as Returning Officer.
As I indicated earlier, voting at
today’s meeting will be conducted by way of a poll. I will now
explain the procedure for the poll to be conducted on the
resolution.
All shareholders, representatives and attorneys
of shareholders, and proxyholders are entitled to ask questions and
vote on the poll.
[Slide 4]
Online attendees can submit questions at any
time. To submit a written question, please select the “Q&A”
icon and type your question into the chat box at the bottom of the
screen. Once you have finished typing, please press the "send"
button.
Please note that while you can submit questions
from this point onwards, I will not address them until the relevant
time in the meeting. Please also note that your questions may be
moderated or amalgamated together if we receive multiple questions
on the same or similar topic.
To ask a verbal question via the online
platform, please follow the instructions written below the
“Broadcast” icon.
For shareholders, authorised representatives,
attorneys and proxyholders who are attending in person, you will be
given the opportunity to raise your hand and ask your question via
the microphone.
If you wish to ask a question, I ask that you
please first state your name and indicate whether you are speaking
on behalf of your own shareholding or whether you are speaking as a
representative for another shareholder.
Again, all questions should relate to the
resolution which is being voted upon.
To provide you with enough time to vote, I will
shortly open voting for those attending online.
[Slide 5]
If you are attending online and are eligible to
vote, once voting opens please press the “Vote” icon. To cast your
vote simply select one of the options. There is no need to hit a
submit or enter button as the vote is automatically recorded. You
will receive a vote confirmation notification on your screen.
You can change your vote up until the time I
declare voting closed.
For shareholders, authorised representatives,
attorneys and proxyholders who are attending in person, you would
have received a blue voting card. Please complete the reverse of
your voting card and a member of the Computershare team will
collect your card at the end of the poll.
I now declare voting open.
I will give you a warning before I move to close
voting.
[Slide 6]
BUSINESS OF THE MEETING
The only item of business to be
considered is the proposed Scheme Resolution to approve the Scheme
that forms part of the proposed merger of equals with Livent
Corporation.
- I refer you to
the screen for the Scheme Resolution.
- As set out in
the Notice of Scheme Meeting, this resolution must be passed by
“Requisite Majorities,” being both:
- The
headcount test – a majority in number (i.e. more
than 50%) of Allkem Shareholders present and voting at the Scheme
Meeting (either online or in person, or by proxy, attorney or
corporate representative); and
- The
voting test – at least 75% of the total number of
votes cast on the Scheme Resolution by Allkem Shareholders (either
online or in person, or by proxy, attorney or corporate
representative).
- As at 10:30am
(AWST) on Sunday, 17 December, when proxy voting closed, Allkem had
received proxy votes representing approximately
53% of issued shares, of which approximately
89% are in favour of the Scheme Resolution or are
undirected proxies given to me as Chairman (which, as mentioned,
will be voted in favour of the resolution).
- I will now
address any questions relating to the resolution.
- As a reminder to
the online attendees:
- To submit a
written question, select the “Q&A” icon and then type your
question in the text box. Once you have finished typing, please hit
the send button.
- To ask a verbal
question, please follow the instructions written below the
“Broadcast” icon.
- Firstly, are
there any questions from shareholders in the room? Please raise
your hand and we will bring you a mic.[Pause to allow time for
questions]
- Moderator, are
there any written or audio questions received online?[Pause to
allow time for questions]
- Moderator, are
there any/further questions received online?
There being no (further) questions, I put this
resolution to the meeting.
If you are attending online and haven’t already
done so, please now cast your vote for this item, by pressing the
“Vote” icon.
POLL
As outlined at the outset of the meeting, I will
now put the Resolution to a poll for those attending in person. For
those attending online, please use this time to ensure that you
have voted and have received a vote confirmation notification on
your screen. Please note that online voting will close upon
completion of the Poll.
As mentioned before, Computershare will
coordinate the poll on the Company’s behalf. Mr Lewis
Brimelow can you please come forward. Thank you…
[Pause whilst voting cards are completed]
As all voting cards have now been collected, I
now declare the poll closed.
Details of the final results will be posted on
both the Company’s website and on the ASX Announcements Platform
later today.
I would like to thank you all for your
attendance and participation, and I now formally declare the
meeting closed.
[Slide 7]
For those present today, please join us for
morning tea outside of The Studio.
Thank you.
This release was authorised by Mr Martin Perez de
Solay, CEO and Managing Director of Allkem Limited.
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