UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
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| Arcadium Lithium plc |
| (Name of Registrant as Specified in Its Charter) |
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| (Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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(1) |
Amount previously paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
Arcadium Lithium plc (“Arcadium”)
expects to file a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) to be used to
solicit proxies to approve the scheme of arrangement under the Companies (Jersey) Law 1991 contemplated by that certain Transaction Agreement,
dated as of October 9, 2024, by and among Arcadium, Rio Tinto Western Holdings Limited, and Rio Tinto BM Subsidiary Limited (“Buyer”),
pursuant to which all of the ordinary shares of Arcadium will be transferred to Buyer in exchange for cash (the “Transaction”),
at a special meeting of its stockholders.
Item 1: On October 9, 2024,
Arcadium sent a communication to its employees, a copy of which is filed herewith as Exhibit 1.
Item 2: On October 9, 2024,
Arcadium published a message on LinkedIn, which is filed herewith as Exhibit 2.
Item 3: On October 9, 2024, Arcadium sent letters to local community leaders and representatives, a template of which is filed herewith as Exhibit
3.
Item 4: On October 9, 2024, Arcadium sent letters to customers, partners and suppliers, a template of which is filed herewith as Exhibit 4.
Item 5: On October 9, 2024, Arcadium sent letters to unions, a template of which is filed herewith as Exhibit 5.
Additional Information and Where to Find It
In connection with the Transaction, Arcadium plans
to file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement on Schedule 14A (the
“Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document that Arcadium
may file with the SEC and send to its shareholders in connection with the Transaction. Before making any voting decision, Arcadium’s
shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any
amendments or supplements to those documents, when they become available, because they will contain important information about Arcadium
and the Transaction.
Arcadium’s shareholders will be able to
obtain a free copy of the Proxy Statement, as well as other filings containing information about Arcadium, free of charge, at the SEC’s
website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Arcadium
with the SEC may be obtained, without charge, by contacting Arcadium through its website at https://ir.arcadiumlithium.com/.
Participants in the Solicitation
Arcadium, Rio Tinto, their respective directors, executive officers
and other persons related to Arcadium or Rio Tinto may be deemed to be participants in the solicitation of proxies from Arcadium’s
shareholders in connection with the Transaction. Information about the directors and executive officers of Arcadium and their ownership
of ordinary shares of Arcadium is set forth in the sections entitled “Directors, Executive Officers And Corporate Governance”
and “Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters” in Arcadium’s
annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024
and amended on April 1, 2024 and April 29, 2024, and is set forth in the sections entitled “Board of Directors” and
“Security Ownership of Arcadium Lithium plc” in its proxy statement for its 2024 annual meeting of shareholders, which
was filed with the SEC on June 7, 2024 and information about the directors and executive officers of Rio Tinto and their ownership of
ordinary shares of Rio Tinto is set forth in the sections entitled “Governance” and “Remuneration Report”
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. Additional information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials
to be filed with the SEC in connection with the Transaction when they become available. Free copies of these documents may be obtained
as described in the preceding paragraph.
Forward-Looking Statements
This Schedule 14A, and any related oral statements, may include “forward-looking
statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements
related to the proposed Transaction, including financial estimates and statements as to the expected timing, completion and effects of
the Transaction. These forward-looking statements are based on Arcadium’s current expectations, estimates and projections regarding,
among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s
beliefs and certain assumptions made by Arcadium, all of which are subject to change. Forward-looking statements often contain words such
as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,” “expect,”
“target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction
and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the Transaction on anticipated terms and timing, including obtaining required shareholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the Transaction; (ii) potential litigation relating to the Transaction that
could be instituted by or against Arcadium, Parent, Buyer or their respective affiliates, directors or officers, including the effects
of any outcomes related thereto; (iii) the risk that disruptions from the Transaction will harm Arcadium’s business, including current
plans and operations; (iv) the ability of Arcadium to retain and hire key personnel; (v) potential adverse reactions or changes to business
or governmental relationships resulting from the announcement or completion of the Transaction; (vi) continued availability of capital
and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Arcadium’s business;
(viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the Transaction that
may impact Arcadium’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity
of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Arcadium’s
response to any of the aforementioned factors; (xi) significant transaction costs associated with the Transaction; (xii) the possibility
that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii)
the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances
requiring Arcadium to pay a termination fee or other expenses; (xiv) competitive responses to the Transaction; (xv) Arcadium’s management
response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Arcadium’s business, including those
set forth in Arcadium’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, as such risk factors
may be amended, supplemented or superseded from time to time by other reports filed or furnished by Arcadium with the SEC; and (xvii)
the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated above. These risks, as
well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented
here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered
a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of
which could have a material impact on Arcadium’s financial condition,
results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and Arcadium
does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking
statements that may be made to reflect future event or circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
Exhibit 1
| From: |
Arcadium Lithium Communications |
| To: |
Arcadium Lithium Communications |
| Bcc: |
dl-AllArcadiumLithiumStaff |
| Subject: |
Arcadium Lithium to be Acquired by Rio Tinto |
| Date: |
Wednesday, October 9, 2024 2:09:41 AM |
| Attachments: |
Employee FAQ_9Oct2024.pdf |
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image001.png |
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Confidential – Internal Company Communication
From: Paul
Graves
To: All
Arcadium Lithium Employees Worldwide
Arcadium Lithium to be Acquired by Rio Tinto
Dear Colleagues,
I have important news to share with you regarding our discussions
with Rio Tinto.
Today, we announced that Arcadium Lithium has entered into
a definitive agreement to be acquired by Rio Tinto. Rio Tinto has provided our shareholders with a compelling all-cash offer that reflects
a full and fair long-term value for our business.
Our agreement with Rio Tinto demonstrates the
value in what we have built over many years at Arcadium Lithium and its predecessor companies, and I am confident it is the best path
forward for our company. It will give us the opportunity to accelerate and expand our growth strategy for the benefit of our customers,
our communities, and for you, our employees.
By combining with Rio Tinto, we will be joining forces with
one of the largest and most successful mining and metals companies in the world, with more than 150 years of mining and processing experience,
a strong balance sheet, operations in 35 countries (including in locations near many of our operations and projects) and a shared commitment
to supporting the clean energy transition.
This
is an exciting time for all of us at Arcadium Lithium. Our hard work and commitment have positioned us for this incredible opportunity,
and joining Rio Tinto opens new possibilities for growth and innovation. At the same time, as I wrote earlier this week, I recognize that
developments like this are distracting and can create a range of emotions. Please remain focused on continuing to serve our customers
and executing on our Q4 priorities. Most importantly, maintain our commitment to the highest ethical business practices and don’t
lose sight of safety. We must continue to perform at our best.
Timing and Next Steps
We have begun the process of notifying
customers, suppliers and other external stakeholders. Please keep in mind that we are still in the early stages of the transaction process.
The transaction is expected to close in mid-2025, subject to
shareholder and regulatory approvals, as well as customary closing conditions. Until then, we will continue to operate as separate, independent
companies. No integration activities will commence until the deal closes.
Invitation to Global Town Hall Today
I invite you to join an all-employee global town hall today at 8:30
AM ET (New York City) / 9:30 AM ART (Buenos Aires) / 1:30 PM BST (London) / 8:30 PM AWST (Perth) so I can provide more details and answer
your questions. A calendar invitation will follow with meeting details, and I will host additional town halls, as needed, to accommodate
those in different time zones.
Please feel free to submit questions in advance to communications@arcadiumlithium.com.
More Information About the Transaction
For more information about the acquisition, please refer to
today’s joint press release, as well as the attached FAQ document. You can access additional
resources and learn more at www.RioTintoAndArcadium.com.
While we may not have all the answers yet, we will keep you
informed of upcoming milestones and key decisions.
If you receive any inquiries from the media or any outside
party regarding the announcement, please direct them to Karen.Vizental@arcadiumlithium.com or George.Thomas@arcadiumlithium.com.
I want to thank each of you for your contributions to our success.
Together, we will continue to lead the way in the lithium industry and support the global transition to a sustainable future.
For each other…for our stakeholders…for the future.
Sincerely,
Paul
Paul Graves
President and CEO
Additional Information and Where to Find It
In connection with the transaction, Arcadium Lithium plc (“Arcadium”)
plans to file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement on Schedule
14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document
that Arcadium may file with the SEC and send to its shareholders in connection with the transaction. Before making any voting decision,
Arcadium’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement,
as well as any amendments or supplements to those documents, when they become available, because they will contain important information
about Arcadium and the transaction.
Arcadium’s shareholders will be able to obtain a free
copy of the Proxy Statement, as well as other filings containing information about Arcadium, free of charge, at the SEC’s website
( www.sec.gov). Copies of the Proxy Statement and other documents filed by Arcadium with the
SEC may be obtained, without charge, by contacting Arcadium through its website at https://ir.arcadiumlithium.com/.
Participants in the Solicitation
Arcadium, Rio Tinto, their respective directors, executive officers
and other persons related to Arcadium or Rio Tinto may be deemed to be participants in the solicitation of proxies from Arcadium’s
shareholders in connection with the transaction. Information about the directors and executive officers of Arcadium and their ownership
of ordinary shares of Arcadium is set forth in the sections entitled “Directors, Executive Officers And Corporate Governance”
and “Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters” in Arcadium’s
annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024
and amended on April 1, 2024 and April 29, 2024, and is set forth in the sections entitled “Board of Directors ” and
“Security Ownership of Arcadium Lithium plc” in its proxy statement for its 2024 annual meeting of shareholders, which
was filed with the SEC on June 7, 2024, and information about the directors and executive officers of Rio Tinto and their ownership of
ordinary shares of Rio Tinto is set forth in the sections entitled “Governance” and “Remuneration Report”
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. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection
with the transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication and any related oral statements, may include
“forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws,
including statements related to the proposed transaction, including financial estimates and statements as to the expected timing, completion
and effects of the transaction. These forward-looking statements are based on Arcadium’s current expectations, estimates and projections
regarding, among other things, the expected date of closing of the transaction and the potential benefits thereof, its business and industry,
management’s beliefs and certain assumptions made by Arcadium, all of which are subject to change. Forward-looking statements often
contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,” “expect,”
“target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the transaction
and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the transaction on anticipated terms and timing,
including obtaining required shareholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the transaction; (ii) potential litigation relating to the transaction that
could be instituted by or against Arcadium, Rio Tinto,or their respective affiliates, directors or officers, including the effects of
any outcomes related thereto; (iii) the risk that disruptions from the transaction will harm Arcadium’s business, including current
plans and operations; (iv) the ability of Arcadium to retain and hire key personnel; (v) potential adverse reactions or changes to business
or governmental relationships resulting from the announcement or completion of the transaction; (vi) continued availability of capital
and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Arcadium’s business;
(viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the transaction that
may impact Arcadium’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity
of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Arcadium’s
response to any of the aforementioned factors; (xi) significant transaction costs associated with the transaction; (xii) the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii)
the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction, including in circumstances
requiring Arcadium to pay a termination fee or other expenses; (xiv) competitive responses to the transaction; (xv) Arcadium’s management
response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Arcadium’s business, including those
set forth in Arcadium’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, as such risk factors
may be amended, supplemented or superseded from time to time by other reports filed or furnished by Arcadium with the SEC; and (xvii)
the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated above. These risks, as
well as other risks associated with the transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented
here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered
a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material impact on Arcadium’s financial condition, results of operations, credit rating
or liquidity. These forward-looking statements speak only as of the date they are made, and Arcadium does not undertake to and specifically
disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made
to reflect future event or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events.
© 2024 Arcadium Lithium. All Rights Reserved.
CONFIDENTIALITY NOTICE – This communication contains
Arcadium Lithium plc’s proprietary and confidential information. It may not be copied, published, distributed, forwarded, or transmitted,
in whole or in part, by any medium or in any other work without Arcadium Lithium plc’s prior written consent.
AVISO
DE CONFIDENCIALIDAD – Esta comunicación contiene información confidencial y de propiedad exclusiva de Arcadium Lithium
plc. No puede ser copiado, publicado, distribuido, reenviado o transmitido, en su totalidad o en parte, por ningún medio o en cualquier
otro trabajo sin el consentimiento previo por escrito de Arcadium Lithium plc.
AVIS DE CONFIDENTIALITÉ – Cette
communication contient des informations exclusives et confidentielles d'Arcadium Lithium plc. Elle ne peut être copiée, publiée,
distribuée ou transmise, en tout ou en partie, par quelque support que ce soit ou dans tout autre travail sans le consentement
écrit préalable d'Arcadium Lithium plc.
保密声明 – 本通讯包含Arcadium
Lithium plc的专有和机密信息。未经Arcadium Lithium plc事先书面同意，不得通过任何媒介或任何其他作品
全部或部分复制、出版、分发、转发或传输。
Employee FAQ – 9 October 2024
Arcadium Lithium to be Acquired by Rio Tinto
| • | Arcadium Lithium has agreed to be acquired by Rio Tinto, a global leader in the mining
and minerals industry, to create a bigger, more stable company with the resources, scale and expertise to invest in lithium for the long-term. |
| 2. | Why Rio Tinto? Why now? |
| • | Rio Tinto approached us about the potential to bring our two companies together and
it was clear that our businesses were a great long-term fit and the cash offer was compelling. |
| • | As part of a bigger, more diversified and financially stronger company, we will be
in a better position to invest in new opportunities and navigate the market cycle. |
| • | Rio Tinto’s scale and complex project expertise will support the continued development of Arcadium
Lithium projects globally and further guarantee the supply of lithium for our stakeholders. |
| 3. | How did you come to a purchase price of $6.7 billion? What are the terms? |
| • | Rio Tinto will acquire Arcadium Lithium in an all-cash transaction for US$5.85 per share. The Transaction represents a premium of
90% to our company’s closing price of $3.08 per share on 4 October 2024, and values our outstanding share capital at approximately
$6.7 billion. |
| • | The offer price provides our shareholders with certain cash value at a time when lithium
market volatility is expected to continue for several years. |
| • | The all-cash transaction has been unanimously approved by both the Rio Tinto and
Arcadium Lithium boards of directors, with the expectation to close in mid-2025. |
| • | We are confident 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. |
| 4. | Why is this offer better than Arcadium Lithium’s standalone plans communicated
at its recent Investor Day? |
| • | We are confident this cash offer, which represents a premium of 90%, is compelling for our shareholders,
and reflects a full and fair long-term value of our business and de-risks our shareholders’ exposure to the execution of our development
portfolio and market volatility. |
| • | Rio Tinto and Arcadium Lithium have complementary footprints and deep experience
in Argentina and Quebec. |
| • | Rio Tinto expects to establish world-class lithium hubs in both geographies, with
a clear opportunity for sharing skillsets and reducing costs. |
| • | In addition, Rio Tinto’s proven development capabilities and diversified portfolio de-risk delivery
of the value of Arcadium Lithium’s portfolio, and Rio Tinto’s financial strength will help accelerate Arcadium Lithium’s
growth pipeline. |
| • | Arcadium Lithium customers can be even more confident of a consistent, long-term supply of lithium to
meet growing demand and support the transition to a greener economy. |
| PRIVATE & CONFIDENTIAL |
1 |
|
| © 2024 Arcadium Lithium. All rights reserved. |
|
| • | We are excited that this transaction will provide us the opportunity to accelerate and expand our strategy, for the benefit of our
customers, our employees and the communities in which we operate. |
| 5. | How does this change Arcadium Lithium’s existing expansion plans and commercial
strategy? |
| • | We will continue to operate as independent companies until the deal closes, and do
not expect any changes to our day-to-day operations. |
| • | No integration activities will commence until the deal closes. |
| • | This transaction positions Rio Tinto to become one of the market leaders in lithium
mining and processing. |
| 6. | What does this mean for Arcadium Lithium employees? |
| • | We will become part of one of the most stable and well-capitalized mining companies in the world, with
access to their best-in-class knowledge, experience and resources. |
| • | Employees will benefit from the enhanced stability and diversity offered by Rio Tinto. |
| • | Employees will gain access to broader career opportunities within a larger, more diversified
organization. |
| 7. | How will this announcement impact my day-to-day responsibilities? What will happen
to Arcadium Lithium global corporate offices? |
| • | Today is just the first step in the process. There are a number of approvals required and conditions that
must be satisfied before the transaction is completed. |
| • | Until then, your day-to-day roles and responsibilities are not expected to change. |
| • | We will operate business as usual across the company through the completion of the
transaction. |
| • | Additional details around the planned integration will be provided in the months
ahead. |
| • | Rio Tinto is committed to being a lithium leader and together we will be one of the leading global suppliers
of essential minerals, which will open up new opportunities for our employees. |
| • | We encourage you to remain focused on our current objectives and executing against
our strategy. |
| 8. | What will this mean for our compensation and benefits programs? |
| • | Until the transaction is completed, our current compensation and benefits programs remain in effect, subject
to our ability to make changes in accordance with their terms. |
| • | As integration planning proceeds, we will aim to update you on any proposed changes
or required actions needed after the closing of the transaction. |
| 9. | Will there be layoffs as a result of the transaction? Is [my job/my operation/other]
going to continue? |
| • | Rio Tinto is acquiring Arcadium Lithium because they are committed to lithium and
recognize the expertise and resources that we offer. |
| • | This transaction is about creating a bigger, more stable company that can drive long-term
growth. |
| • | They believe in our growth potential, and importantly, recognize the value of our
talented team. |
| PRIVATE & CONFIDENTIAL |
2 |
|
| © 2024 Arcadium Lithium. All rights reserved. |
|
| 10. | Will members of the management team at Arcadium Lithium have an ongoing role at
Rio Tinto? |
| • | Rio Tinto has shared their deep respect for our business and recognized the value
of our talented team. |
| • | Through the completion of the transaction, our leadership across the company will
remain in their current roles. Today is just day one and there is still a lot of work to be done as we move to close the transaction. |
| • | Additional details around the planned integration will be provided in the months
ahead. |
###
Additional Information and Where to Find It
In connection with the transaction, Arcadium Lithium plc (“Arcadium”)
plans to file with the United States
Securities and Exchange Commission (the “SEC”)
a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement
or any other document that Arcadium may file with the SEC and send to its shareholders in connection with the transaction. Before making
any voting decision, Arcadium’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including
the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain
important information about Arcadium and the transaction.
Arcadium’s shareholders will be able to
obtain a free copy of the Proxy Statement, as well as other filings containing information about Arcadium, free of charge, at the SEC’s
website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Arcadium
with the SEC may be obtained, without charge, by contacting Arcadium through its website at https://ir.arcadiumlithium.com/.
Participants in the Solicitation
Arcadium, Rio Tinto, their respective directors, executive officers
and other persons related to Arcadium or Rio Tinto may be deemed to be participants in the solicitation of proxies from Arcadium’s
shareholders in connection with the transaction. Information about the directors and executive officers of Arcadium and their ownership
of ordinary shares of Arcadium is set forth in the sections entitled “Directors, Executive Officers And Corporate Governance”
and “Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters” in Arcadium’s
annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024
and amended on April 1, 2024 and April 29, 2024, and is set forth in the sections entitled “Board of Directors” and
“Security Ownership of Arcadium Lithium plc” in its proxy statement for its 2024 annual meeting of shareholders, which
was filed with the SEC on June 7, 2024, and information about the directors and executive officers of Rio Tinto and their ownership of
ordinary shares of Rio Tinto is set forth in the sections entitled “Governance” and “Remuneration Report”
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. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection
with the transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication and any related oral statements, may include
“forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws,
including statements
| PRIVATE & CONFIDENTIAL |
3 |
|
| © 2024 Arcadium Lithium. All rights reserved. |
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related to the proposed transaction, including financial estimates
and statements as to the expected timing, completion and effects of the transaction. These forward-looking statements are based on
Arcadium’s current expectations, estimates and projections
regarding, among other things, the expected date of closing of the transaction and the potential benefits thereof, its business and industry,
management’s beliefs and certain assumptions made by Arcadium, all of which are subject to change. Forward-looking statements often
contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,” “expect,”
“target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the transaction
and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the transaction on anticipated terms
and timing, including obtaining required shareholder and regulatory approvals, and the satisfaction of other conditions to the completion
of the transaction; (ii) potential litigation relating to the transaction that could be instituted by or against Arcadium, Rio Tinto,or
their respective affiliates, directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions
from the transaction will harm Arcadium’s business, including current plans and operations; (iv) the ability of Arcadium to retain
and hire key personnel; (v) potential adverse reactions or changes to business or governmental relationships resulting from the announcement
or completion of the transaction; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative,
regulatory and economic developments affecting Arcadium’s business; (viii) general economic and market developments and conditions;
(ix) certain restrictions during the pendency of the transaction that may impact Arcadium’s ability to pursue certain business
opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts
of terrorism, pandemics, outbreaks of war or hostilities, as well as Arcadium’s response to any of the aforementioned factors;
(xi) significant transaction costs associated with the transaction; (xii) the possibility that the transaction may be more expensive
to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the transaction, including in circumstances requiring Arcadium to pay a termination
fee or other expenses; (xiv) competitive responses to the transaction; (xv) Arcadium’s management response to any of the aforementioned
factors; (xvi) the risks and uncertainties pertaining to Arcadium’s business, including those set forth in Arcadium’s most
recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented
or superseded from time to time by other reports filed or furnished by Arcadium with the SEC; and (xvii) the risks and uncertainties
that will be described in the Proxy Statement available from the sources indicated above. These risks, as well as other risks associated
with the transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list
of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered a complete statement
of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could
include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar
risks, any of which could have a material impact on Arcadium’s financial condition, results of operations, credit rating or liquidity.
These forward-looking statements speak only as of the date they are made, and Arcadium does not undertake to and specifically disclaims
any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect
future event or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
| PRIVATE & CONFIDENTIAL |
4 |
|
| © 2024 Arcadium Lithium. All rights reserved. |
|
Exhibit 2
Exhibit
3
Letter to Local Communities
October 9, 2024
------------------------------
Subject: Arcadium Lithium to be Acquired by Rio Tinto
Dear [Local Community Leader/Representative],
As you may have seen, today we announced a definitive agreement under
which Arcadium Lithium will be acquired by Rio Tinto, a global leader in the mining industry. You can read the press release here Rio-Tinto-to-acquire-Arcadium-Lithium-October-9-2024.pdf.
This transaction will be a significant step forward for our company.
With Rio Tinto’s financial strength, development and technological capabilities, and existing operating footprint, we will be able
to accelerate and expand our strategy for the benefit of our customers, our employees, and the communities in which we operate.
Once we join forces with Rio Tinto, we will be a global leader not just
in lithium chemicals but more broadly across energy-transition minerals, including aluminium, copper, and high-grade iron ore. Importantly
for you and your community, the financial strength of Rio Tinto will mean you gain an even stronger partner capable of investing through
market cycles, providing added certainty and security. Furthermore, Rio Tinto has a long-standing track record of investing in the communities
it operates in and shares our commitment to supporting the clean energy transition.
While we are excited about the opportunities ahead, it is important
to note that nothing is changing today. The transaction is expected to close in mid-2025, subject to shareholder and regulatory approvals,
as well as customary closing conditions. Until then, we will continue to operate as usual and are as committed as ever to our communities
and other stakeholders.
We value the relationship we have with [INSERT
LOCAL COMMUNITY NAME] and will keep you updated as we move forward. If you have further questions in the meantime, please feel
free to reach out to [me / your normal contact at Arcadium Lithium].
Kind regards,
[xxxx]
Additional Information and Where to Find It
In connection with the transaction, Arcadium Lithium
plc (“Arcadium”) plans to file with the United States Securities and Exchange Commission (the “SEC”)
a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement
or any other document that Arcadium may file with the SEC and send to its shareholders in connection with the transaction. Before making
any voting decision, Arcadium’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including
the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain
important information about Arcadium and the transaction.
Arcadium’s shareholders will be able to obtain
a free copy of the Proxy Statement, as well as other filings containing information about Arcadium, free of charge, at the SEC’s
website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Arcadium with the
SEC may be obtained, without charge, by contacting Arcadium through its website at https://ir.arcadiumlithium.com/.
Participants in the Solicitation
Arcadium, Rio Tinto, their respective directors, executive officers and
other persons related to Arcadium or Rio Tinto may be deemed to be participants in the solicitation of proxies from Arcadium’s shareholders
in connection with the transaction. Information about the directors and executive officers of Arcadium and their ownership of ordinary
shares of Arcadium is set forth in the sections entitled “Directors, Executive Officers And Corporate Governance” and
“Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters” in Arcadium’s
annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024
and amended on April 1, 2024 and April 29, 2024, and is set forth in the sections entitled “Board of Directors” and
“Security Ownership of Arcadium Lithium plc” in its proxy statement for its 2024 annual meeting of shareholders, which
was filed with the SEC on June 7, 2024, and information about the directors and executive officers of Rio Tinto and their ownership of
ordinary shares of Rio Tinto is set forth in the sections entitled “Governance” and “Remuneration Report”
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. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection
with the transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication and any related oral statements, may include “forward-looking
statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements
related to the proposed transaction, including financial estimates and statements as to the expected timing, completion and effects of
the transaction. These forward-looking statements are based on Arcadium’s current expectations, estimates and projections regarding,
among other things, the expected date of closing of the transaction and the potential benefits thereof, its business and industry, management’s
beliefs and certain assumptions made by Arcadium, all of which are subject to change. Forward-looking statements often contain words such
as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,” “expect,”
“target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the transaction
and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the transaction on anticipated terms and timing, including obtaining required shareholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the transaction; (ii) potential litigation relating to the transaction that
could be instituted by or against Arcadium, Rio Tinto,or their respective affiliates, directors or officers, including the effects of
any outcomes related thereto; (iii) the risk that disruptions from the transaction will harm Arcadium’s business, including current
plans and operations; (iv) the ability of Arcadium to retain and hire key personnel; (v) potential adverse reactions or changes to business
or governmental relationships resulting from the announcement or completion of the transaction; (vi) continued availability of capital
and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Arcadium’s business;
(viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the transaction that
may impact Arcadium’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity
of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Arcadium’s
response to any of the aforementioned factors; (xi) significant transaction costs associated with the transaction; (xii) the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii)
the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction, including in circumstances
requiring Arcadium to pay a termination fee or other expenses; (xiv) competitive responses to the transaction; (xv) Arcadium’s management
response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Arcadium’s business, including those
set forth in Arcadium’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, as such risk factors
may be amended, supplemented or superseded from time to time by other reports filed or furnished by Arcadium with the SEC; and (xvii)
the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated above. These risks, as
well as other risks associated with the transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented
here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered
a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material impact on Arcadium’s financial condition, results of operations, credit rating
or liquidity. These forward-looking statements speak only as of the date they are made, and Arcadium does not undertake to and specifically
disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made
to reflect future event or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events.
Exhibit
4
Letter to Customer / Partner / Suppliers
October 9, 2024
------------------------------
Subject: Arcadium Lithium to be Acquired by Rio Tinto
Dear [Customer / Partner / Supplier],
As you may have seen, today we announced a definitive agreement under
which Arcadium Lithium will be acquired by Rio Tinto, a global leader in the mining industry. You can read the press release here: Rio-Tinto-to-acquire-Arcadium-Lithium-October-9-2024.pdf.
We look forward to joining Rio Tinto and believe the agreement demonstrates
the value in what we have built over many years at Arcadium Lithium and its predecessor companies. With Rio Tinto’s strong balance
sheet, development and technological capabilities, and existing operating footprint, we will be able to further accelerate Arcadium Lithium’s
current strategy by unlocking the full potential of our operations and project pipeline. Together, we will be a leading supplier of the
materials needed for the energy transition.
The acquisition also reflects Rio Tinto’s commitment to lithium
and their belief in the long-term growth of a market that is essential for electric vehicles, energy storage and other essential applications.
By leveraging the combined expertise of both companies, we expect to drive resource efficiencies and further innovations for the benefit
of our stakeholders.
While we are excited about the opportunities ahead, it is important
to note that nothing is changing today. The transaction is expected to close in mid-2025, subject to shareholder and regulatory approvals,
as well as customary closing conditions. Until then, we will continue to operate as usual and are as committed as ever to continuing our
partnership with you.
We value the relationship we have with [INSERT
NAME OF RECIPIENT/COMPANY] and will keep you updated as we move forward. If you have further questions in the meantime, please
feel free to reach out to [me / your normal contact at Arcadium Lithium].
Kind regards,
[xxxx]
Additional Information and Where to Find It
In connection with the transaction, Arcadium Lithium
plc (“Arcadium”) plans to file with the United States Securities and Exchange Commission (the “SEC”)
a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement
or any other document that Arcadium may file with the SEC and send to its shareholders in connection with the transaction. Before making
any voting decision, Arcadium’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including
the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain
important information about Arcadium and the transaction.
Arcadium’s shareholders will be able to obtain
a free copy of the Proxy Statement, as well as other filings containing information about Arcadium, free of charge, at the SEC’s
website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Arcadium with the
SEC may be obtained, without charge, by contacting Arcadium through its website at https://ir.arcadiumlithium.com/.
Participants in the Solicitation
Arcadium, Rio Tinto, their respective directors, executive officers and
other persons related to Arcadium or Rio Tinto may be deemed to be participants in the solicitation of proxies from Arcadium’s shareholders
in connection with the transaction. Information about the directors and executive officers of Arcadium and their ownership of ordinary
shares of Arcadium is set forth in the sections entitled “Directors, Executive Officers And Corporate Governance” and
“Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters” in Arcadium’s
annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024
and amended on April 1, 2024 and April 29, 2024, and is set forth in the sections entitled “Board of Directors” and
“Security Ownership of Arcadium Lithium plc” in its proxy statement for its 2024 annual meeting of shareholders, which
was filed with the SEC on June 7, 2024, and information about the directors and executive officers of Rio Tinto and their ownership of
ordinary shares of Rio Tinto is set forth in the sections entitled “Governance” and “Remuneration Report”
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. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection
with the transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication and any related oral statements, may include “forward-looking
statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements
related to the proposed transaction, including financial estimates and statements as to the expected timing, completion and effects of
the transaction. These forward-looking statements are based on Arcadium’s current expectations, estimates and projections regarding,
among other things, the expected date of closing of the transaction and the potential benefits thereof, its business and industry, management’s
beliefs and certain assumptions made by Arcadium, all of which are subject to change. Forward-looking statements often contain words such
as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,” “expect,”
“target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the transaction
and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the transaction on anticipated terms and timing, including obtaining required shareholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the transaction; (ii) potential litigation relating to the transaction that
could be instituted by or against Arcadium, Rio Tinto,or their respective affiliates, directors or officers, including the effects of
any outcomes related thereto; (iii) the risk that disruptions from the transaction will harm Arcadium’s business, including current
plans and operations; (iv) the ability of Arcadium to retain and hire key personnel; (v) potential adverse reactions or changes to business
or governmental relationships resulting from the announcement or completion of the transaction; (vi) continued availability of capital
and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Arcadium’s business;
(viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the transaction that
may impact Arcadium’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity
of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Arcadium’s
response to any of the aforementioned factors; (xi) significant transaction costs associated with the transaction; (xii) the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii)
the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction, including in circumstances
requiring Arcadium to pay a termination fee or other expenses; (xiv) competitive responses to the transaction; (xv) Arcadium’s management
response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Arcadium’s business, including those
set forth in Arcadium’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, as such risk factors
may be amended, supplemented or superseded from time to time by other reports filed or furnished by Arcadium with the SEC; and (xvii)
the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated above. These risks, as
well as other risks associated with the transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented
here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered
a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material impact on Arcadium’s financial condition, results of operations, credit rating
or liquidity. These forward-looking statements speak only as of the date they are made, and Arcadium does not undertake to and specifically
disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made
to reflect future event or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events.
Exhibit
5
Letter to Unions
October 9, 2024
------------------------------
Subject: Arcadium Lithium to be Acquired by Rio Tinto
Dear [Argentinian Union Representative / Leader],
As you may have seen, today we announced a definitive agreement under
which Arcadium Lithium will be acquired by Rio Tinto, a global leader in the mining industry. You can read the press release here: Rio-Tinto-to-acquire-Arcadium-Lithium-October-9-2024.pdf.
We look forward to joining Rio Tinto and believe the agreement demonstrates
the value in what we have built over many years at Arcadium Lithium and its predecessor companies. With Rio Tinto’s financial strength,
development and technological capabilities, and existing operating footprint, we will be able to further accelerate and expand Arcadium
Lithium’s current strategy, for the benefit of our customers, our employees, and the communities in which we operate. Together,
we will be a leading supplier of the materials needed for the energy transition.
It is important to note that Arcadium Lithium and Rio Tinto have complementary
footprints and deep experience in Argentina, where Rio Tinto expects to establish a world-class lithium hub to support our continued growth
in the country.
The acquisition also reflects Rio Tinto’s commitment to lithium
and their belief in the long-term growth of a market that is essential for electric vehicles, energy storage and other essential applications.
By leveraging the combined expertise of both companies, we expect to drive further innovations for the benefit of our stakeholders. Importantly,
the financial strength of Rio Tinto will mean you gain an even stronger partner capable of investing through market cycles, providing
added certainty and security for our operations and for our employees.
While we are excited about the opportunities ahead, it is important
to note that nothing is changing today. The transaction is expected to close in mid-2025, subject to receipt of customary regulatory approvals
and closing conditions. We are operating as usual and we are as committed as ever to our employees and the communities in which we operate.
We value the relationship we have with [union’s
members] and will keep you updated as we move forward. If you have further questions in the meantime, please feel free to reach
out to [me / your normal contact at Arcadium Lithium].
Kind regards,
[xxxx]
Additional Information and Where to Find It
In connection with the transaction, Arcadium Lithium
plc (“Arcadium”) plans to file with the United States Securities and Exchange Commission (the “SEC”)
a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement
or any other document that Arcadium may file with the SEC and send to its shareholders in connection with the transaction. Before making
any voting decision, Arcadium’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including
the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain
important information about Arcadium and the transaction.
Arcadium’s shareholders will be able to obtain
a free copy of the Proxy Statement, as well as other filings containing information about Arcadium, free of charge, at the SEC’s
website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Arcadium with the
SEC may be obtained, without charge, by contacting Arcadium through its website at https://ir.arcadiumlithium.com/.
Participants in the Solicitation
Arcadium, Rio Tinto, their respective directors, executive officers and
other persons related to Arcadium or Rio Tinto may be deemed to be participants in the solicitation of proxies from Arcadium’s shareholders
in connection with the transaction. Information about the directors and executive officers of Arcadium and their ownership of ordinary
shares of Arcadium is set forth in the sections entitled “Directors, Executive Officers And Corporate Governance” and
“Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters” in Arcadium’s
annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024
and amended on April 1, 2024 and April 29, 2024, and is set forth in the sections entitled “Board of Directors” and
“Security Ownership of Arcadium Lithium plc” in its proxy statement for its 2024 annual meeting of shareholders, which
was filed with the SEC on June 7, 2024, and information about the directors and executive officers of Rio Tinto and their ownership of
ordinary shares of Rio Tinto is set forth in the sections entitled “Governance” and “Remuneration Report”
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. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection
with the transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication and any related oral statements, may include “forward-looking
statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements
related to the proposed transaction, including financial estimates and statements as to the expected timing, completion and effects of
the transaction. These forward-looking statements are based on Arcadium’s current expectations, estimates and projections regarding,
among other things, the expected date of closing of the transaction and the potential benefits thereof, its business and industry, management’s
beliefs and certain assumptions made by Arcadium, all of which are subject to change. Forward-looking statements often contain words such
as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,” “expect,”
“target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the transaction
and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the transaction on anticipated terms and timing, including obtaining required shareholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the transaction; (ii) potential litigation relating to the transaction that
could be instituted by or against Arcadium, Rio Tinto,or their respective affiliates, directors or officers, including the effects of
any outcomes related thereto; (iii) the risk that disruptions from the transaction will harm Arcadium’s business, including current
plans and operations; (iv) the ability of Arcadium to retain and hire key personnel; (v) potential adverse reactions or changes to business
or governmental relationships resulting from the announcement or completion of the transaction; (vi) continued availability of capital
and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Arcadium’s business;
(viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the transaction that
may impact Arcadium’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity
of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Arcadium’s
response to any of the aforementioned factors; (xi) significant transaction costs associated with the transaction; (xii) the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii)
the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction, including in circumstances
requiring Arcadium to pay a termination fee or other expenses; (xiv) competitive responses to the transaction; (xv) Arcadium’s management
response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Arcadium’s business, including those
set forth in Arcadium’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, as such risk factors
may be amended, supplemented or superseded from time to time by other reports filed or furnished by Arcadium with the SEC; and (xvii)
the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated above. These risks, as
well as other risks associated with the transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented
here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered
a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material impact on Arcadium’s financial condition, results of operations, credit rating
or liquidity. These forward-looking statements speak only as of the date they are made, and Arcadium does not undertake to and specifically
disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made
to reflect future event or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events.
Arcadium Lithium (PK) (USOTC:ARLTF)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Arcadium Lithium (PK) (USOTC:ARLTF)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
