Hertz Lithium Inc. Supplies Replace on Patent Pending Lithium Extraction Generation with Penn State College and Exploration on Fortunate Mica Challenge

Key Highlights

• Creates a number one international lithium chemical compounds manufacturer, with pro-forma CY’22 blended earnings of roughly US$1.9 billion ² and altered EBITDA of roughly US$1.2 billion
• Right away complements business-critical scale and international features from ultimate, strengthening the power to serve shoppers with a extra resilient provide chain
• Vertically incorporated enterprise type permits enhanced operational flexibility and possible for higher price seize around the price chain
• Geographically adjoining, top of the range, cheap asset portfolio in Argentina and Canada creates alternatives to each boost up and de-risk the improvement of a robust pipeline of horny expansion initiatives anticipated to ship manufacturing capability of roughly 250ktpa LCE through CY’27E ³
• Important anticipated run-rate working synergies of roughly US$125 million in step with annum (pre-tax) and one-time capital financial savings of roughly US$200 million , pushed basically through asset proximity and co-development in Argentina and Canada . Further synergies anticipated past CY’27E
• Sturdy blended stability sheet and coins drift technology supply monetary flexibility to ship sped up expansion plans
• Enhanced price proposition for shareholders, shoppers, staff, and native communities, with an unwavering dedication to sustainability and accountable expansion

Allkem (ASX:AKE) and Livent (NYSE:LTHM) these days introduced the signing of a definitive settlement (“Transaction Settlement”) to mix the 2 firms to create a number one international lithium chemical compounds manufacturer (“NewCo”), (the “Transaction”). The Transaction is anticipated to near through the top of calendar yr 2023, and upon ultimate of the all-stock merger of equals, Allkem shareholders will personal roughly 56% and Livent shareholders will personal roughly 44% of NewCo ⁴ .

Allkem and Livent, two international lithium chemical compounds firms, will mix their extremely complementary vary of belongings, expansion initiatives, and working abilities throughout extraction and processing underneath a vertically incorporated enterprise type with the dimensions and experience to fulfill the hastily rising call for for lithium chemical merchandise. The blended corporate could have an important footprint of cheap belongings varied throughout key geographies, merchandise, and shoppers. Given the proximity of sure belongings in Argentina and Canada , vital price synergies and capex financial savings, along with different expected industrial synergies, are anticipated to be learned from the chance to co-develop and de-risk long term enlargement initiatives and operations.

Livent is an international chief in lithium processing applied sciences with just about 8 many years of revel in generating a various vary of lithium chemical compounds for power garage and different strong point packages. Allkem brings complementary experience in standard brine-based lithium extraction, arduous rock mining, and lithium processing. With Livent’s technical and industrial features and its deep buyer relationships, and Allkem’s massive and numerous useful resource base and demanding expansion pipeline, NewCo might be well-positioned to capitalize at the anticipated expansion in lithium call for from electrical automobiles (“EVs”) and effort garage answers.

Livent’s President and Leader Govt Officer, Paul Graves , mentioned: “I’m excited for what lies forward as Livent and Allkem mix forces to assist energy the transition to EVs, cleaner power and a extra sustainable long term. We stay up for enjoying a good larger function within the acceleration of decarbonization insurance policies through offering the lithium had to permit this severe international power shift. As a blended corporate, we can have the improved scale, product vary, geographic protection, and execution features to fulfill our shoppers’ hastily rising call for for lithium chemical compounds. This transaction will capitalize on our extremely complementary enterprise fashions and our collective strengths, together with our best-in-class applied sciences, belongings, and other people, to be a number one power in our trade using expansion in EV and effort garage packages. In combination we will boost up our expansion plans and ship extra lithium, extra reliably, and extra temporarily, than both people can do by myself. Collectively, we’re dedicated to rising responsibly and supporting the communities the place we perform, and we stay up for executing on our shared long-term imaginative and prescient.”

Allkem’s Leader Govt Officer, Martín Pérez de Solay, mentioned: “The combo of Allkem and Livent is transformational with compelling strategic good judgment and marks an important milestone in our efforts to develop the corporate. We’re bringing in combination two extremely complementary companies to create a number one international lithium chemical compounds corporate, construction on Allkem’s demonstrated observe report of integration. The vertically incorporated NewCo will toughen supply of top of the range, value-added merchandise to our numerous buyer base and release subject matter synergies. The combo brings in combination groups with sturdy experience in venture advancement, product innovation, and advertising and marketing, and units us up for a sooner and de-risked supply of the following section of our expansion. I consider Allkem shareholders will notice vital advantages from the Transaction because the enterprise transforms right into a really international participant with listings in the United States and Australia . We will be able to handle our joint dedication to protection, high quality, and productiveness and thru greater scale we will additionally toughen results for our staff, shoppers, companions, and the communities through which we perform.”

Strategic Advantages of the Aggregate

• Creates a number one international lithium chemical compounds manufacturer with enhanced business-critical scale and bigger capability to fulfill rising buyer call for
• Huge, top of the range, cheap asset footprint with one of the crucial international’s biggest lithium deposit bases
• A couple of lithium chemical production amenities ready to ship a extensive vary of lithium efficiency chemical compounds globally
• Higher economies of scale and assets thru NewCo’s geographically adjoining asset portfolios in Argentina and North The united states
• Main Americas-based lithium platform with skill to serve rising regional call for amid buyer focal point on confident safety of provide and extra localized provide chains
• Situated to be a number one battery-grade lithium provider
• Huge and rising international buyer base throughout EV and effort garage price chains, with sturdy buyer relationships from each firms
• Extremely complementary and vertically incorporated enterprise type
• Permits vertical integration around the lithium price chain with the broadest product providing
• Extremely scalable throughout each useful resource and manufacturing belongings; anticipated to straight away improve operational flexibility and reliability, leading to cheaper price and bigger price seize
• Complementary experience in brine and hydroxide processing with confirmed skill to supply top of the range merchandise which might be wanted through main battery producers and EV OEMs
• Enlargement of R&D features to grow cutting edge and sustainable merchandise and processes
• Larger capability and execution experience to boost up expansion
• Lets in supply of expansion dedication sooner and de-risks trail to roughly 250ktpa LCE through CY’27E ⁵
• Important pipeline of complex expansion initiatives to create price for all stakeholders
• Complementary experience in arduous rock mining, standard and DLE-based processes, and lithium carbonate and hydroxide manufacturing
• Growing an international chief to seize the decarbonization alternative thru EV and battery garage answers
• Sector-leading ESG insurance policies with a shared dedication to develop responsibly and pursue excellent practices throughout environmental stewardship, sustainability, group advancement, and company governance
• Participation in trade efforts to advance transparency, protection, accountable operations, rigorous provide chains, and group engagement and advancement

Important Monetary Advantages

The combo is anticipated to create considerable price for the shareholders of each firms thru:

• Price introduction from the synergistic aggregate and shut proximity of belongings, with further synergies anticipated past CY’27E
• Estimated run-rate working price synergies of roughly US$125 million (pre-tax) in step with annum from SG&A, asset optimization, and logistics and procurement financial savings. A good portion of the synergies are anticipated to be learned thru casting off reproduction prices, development of procurement, website control, delivery, and logistics purposes at Sal de Vida, Hombre Muerto, and Québec, and thru nearer integration of operations. Nearly all of the once a year run-rate pre-tax working price synergies are anticipated to be learned inside of 3 years
• Additional synergies are anticipated to be learned from the sharing of technological experience, advanced flexibility in product flows, plant optimization, and enhanced advertising and marketing efficiencies
• Along with working synergies, NewCo is anticipated to understand roughly US$200 million in one-time capital expenditure financial savings, pushed through the consolidation of shared infrastructure, streamlining building and procurement, and leveraging complementary engineering paintings at Hombre Muerto and Sal de Vida, in addition to at a co-located spodumene to hydroxide facility processing fabrics from the Québec spodumene assets.
• Transaction metrics
• Trade ratio decided in accordance with each and every Corporate’s estimated relative contribution to risk-adjusted web asset price (“NAV”) (pre-synergies)
• Transaction is anticipated to be straight away accretive to each Livent’s and Allkem’s shareholders on a NAV in step with proportion foundation, reflecting the fabric synergies anticipated to be learned from the Transaction (web of prices to succeed in)
• The transaction ends up in Allkem shareholders proudly owning roughly 56% of NewCo in comparison to 53% implied through the quantity weighted moderate proportion costs over a one-month length. ⁶
• More potent monetary profile positions the blended entity to ship expansion
• Sturdy stability sheet with blended liquidity of US$1.4 billion and restricted indebtedness ⁷
• Sure coins drift technology supplies the monetary energy had to boost up the expansion technique
• Larger liquidity for buyers and extra varied shareholder base
• Larger liquidity for buyers thru a number one list at the New York Inventory Trade (“NYSE”) and a international exempt list at the Australian Securities Trade (“ASX”) by the use of CHESS Depository Pursuits (“CDIs”)
• In quest of US index inclusion on implied blended marketplace capitalization and pro-rata CDI inclusion within the S&P / ASX 200 index

Tax-free all-stock transaction

• Percentage for proportion change transaction anticipated to be a tax-free transaction for shareholders

Transaction Construction

NewCo could have a number one list at the NYSE and handle a international exempt list at the ASX (by the use of the problem of CDIs to Allkem shareholders). Beneath the phrases of the Transaction, present Allkem shareholders will obtain one NewCo ASX indexed CDI (or be capable to elect to obtain one NewCo NYSE indexed proportion as an alternative of a CDI) for each and every Allkem strange proportion held, excluding for shareholders in sure ineligible jurisdictions, who will obtain coins proceeds from the sale of the NewCo CDIs in lieu of such CDIs after ultimate. Beneath the Merger, Livent shareholders will obtain 2.406 NewCo NYSE indexed stocks of commonplace inventory for each and every Livent proportion held. Following the Transaction, Allkem and Livent shareholders are anticipated to possess roughly 56% and 44% of the blended corporate, respectively.

Governance and Management

The Transaction Settlement and the Transaction were unanimously authorized through the Board of Administrators of each and every corporate, and in terms of Allkem, topic to the Unbiased Skilled concluding, and proceeding to conclude, that the Scheme is in the most efficient pastime of Allkem shareholders.

The blended corporate will get pleasure from confirmed and skilled enterprise leaders at each the Board and govt ranges, along side numerous, high-performing groups at NewCo’s working websites.

NewCo is to be included within the Bailiwick of Jersey, with company headquarters to be in North The united states , with the precise location and corporate identify to be introduced at a later date, and company residency to be in Eire .

Upon final touch of the Transaction, Peter Coleman will transform the Chairman of NewCo, Paul Graves will transform the CEO of NewCo, and Gilberto Antoniazzi will transform the CFO of NewCo. The NewCo Board could have 14 individuals, consisting of seven administrators designated through Allkem and seven administrators designated through Livent. The industrial, operational, and capital deployment groups might be constituted of representatives from each firms. Allkem CEO, Martín Pérez de Solay, will supply consulting services and products to NewCo to assist facilitate a easy integration procedure submit transaction shut.

Remaining Stipulations, Different Key Phrases and Timing

Remaining of the Transaction is topic to the delight or waiver of commonplace ultimate prerequisites, together with receipt of regulatory approvals, approval through each Livent and Allkem shareholders, the Unbiased Skilled concluding that the Scheme is in the most efficient pastime of Allkem shareholders and now not converting, chickening out, or qualifying that conclusion, tax opinion supply, and Australian tax category ruling affirmation, and Australian Courtroom approval.

Allkem and Livent shareholders don’t want to take any motion at the moment. An explanatory commentary and see of assembly containing essential details about the Scheme (“Scheme Booklet”) might be dispatched to Allkem Shareholders and launched on ASX in the end, most probably in the second one part of calendar yr 2023. A proxy commentary/prospectus containing essential details about the Merger might be dispatched to Livent Shareholders and filed with the U.S. Securities and Trade Fee (“SEC”) in the end. Topic to the delight or waiver of the prerequisites to ultimate, the Transaction is anticipated to near through the top of calendar yr 2023.

The Transaction Settlement comprises reciprocal exclusivity preparations (together with notification responsibilities) in favour of each events, an identical proper regime in favour of each events and termination charges in favour of each events. The exclusivity preparations are topic to commonplace exceptions that permit the administrators of Allkem and Livent to conform to their respective fiduciary and / or statutory tasks.

The overall phrases of the Transaction, together with the ultimate prerequisites, are set out within the Transaction Settlement, a replica of which is hooked up to this announcement.

Advisors

Gordon Dyal & Co., LLC. is performing as unique monetary guide and Davis Polk & Wardwell LLP and Allens are performing as felony suggest to Livent.

UBS Securities Australia Restricted and Morgan Stanley & Co. LLC are performing as monetary advisors and King & Picket Mallesons and Sidley Austin LLP are performing as felony suggest to Allkem.

Analyst and Investor Briefing

Livent and Allkem will each and every host a convention name for his or her respective analysts and buyers within the U.S. and Australia . Control from each firms will take part.

The Livent hosted joint convention name might be held at 8:00 AM Japanese time to speak about the transaction. Individuals can get entry to the decision by the use of webcast at https://occasions.q4inc.com/attendee/784082116 . The are living webcast and connected presentation fabrics can also be accessed throughout the Investor Members of the family segment of the site ir.livent.com and might be archived for a length of three hundred and sixty five days.

The Allkem hosted joint convention name might be held at 9:30 AM AEST on Might eleventh to speak about the transaction. Individuals can get entry to the decision by the use of webcast at https://registrations.occasions/direct/OCP60313 . The are living webcast and connected presentation fabrics can also be accessed throughout the Investor Members of the family segment of the site allkem.co/buyers and might be archived.

For more info in this announcement, please consult with the transaction site: www.globallithiumleader.com .

Livent Contacts

Traders:
Daniel Rosen +1 215 299 6208
[email protected]

Media:
Juan Carlos Cruz +1 215 299 6725
[email protected]

Teneo
Andrea Calise +1 917 826 3804
[email protected]

Spencer Smith +1 646 531 8079
[email protected]

Allkem Contacts

Traders:
Andrew Barber +61 418 783 701
[email protected]

Group Affairs:
Karen Vizental +54 9 114 414 4702
[email protected]

Media:
GRACosway
Ben Wilson +61 407 966 083
[email protected]

Max Hewett +61 432 332 215
[email protected]

About Livent

For just about 8 many years, Livent has partnered with its shoppers to soundly and sustainably use lithium to energy the arena. Livent is one in all just a small choice of firms with the potential, recognition, and technology to supply top of the range completed lithium compounds which might be serving to meet the rising call for for lithium. The Corporate has one of the crucial broadest product portfolios within the trade, powering call for for inexperienced power, trendy mobility, the cellular economic system, and specialised inventions, together with mild alloys and lubricants. Livent has a blended staff of roughly 1,350 full-time, part-time, brief, and contract staff and operates production websites in the USA , England , China , and Argentina . For more info, talk over with livent.com

About Allkem

Allkem is a strong point lithium chemical compounds corporate with an international portfolio of various and top of the range lithium chemical compounds. Headquartered in Buenos Aires, Argentina , the corporate’s distinctive portfolio comprises lithium brine operations in Argentina , a troublesome rock lithium operation in Australia , a troublesome rock advancement venture in Québec, and a lithium hydroxide conversion facility in Japan . Building is underway around the globe to extend world scale and product flexibility to fulfill vital projected call for expansion this is underpinned through an international transition to a web 0 carbon long term. Allkem’s pillars of luck are constructed on protection, sustainability, price management, and product high quality, thru members of the family with our other people, companions, shoppers, and communities. For more info, talk over with allkem.co.

Necessary Knowledge and Prison Disclaimer:

Necessary Notices

This announcement is a joint announcement through Allkem Restricted ACN 112 589 910 ( Allkem ) (accredited for unencumber through Mr. Martín Pérez de Solay, CEO and Managing Director of Allkem) and Livent Company ( Livent ).

This announcement has been ready when it comes to the proposed aggregate of Allkem and Livent underneath a newly created conserving corporate, included within the Bailiwick of Jersey ( NewCo ), effected thru (1) the purchase of stocks of Allkem through NewCo by the use of scheme of association underneath Section 5.1 of the Companies Act 2001 (Cth) (the Scheme ); and (2) the merger of Livent and a newly included entity that might be a wholly-owned subsidiary of NewCo (“US Merger Sub”) (the “Merger”, and the Scheme and the Merger in combination, the “Transaction”). Beneath the Scheme, NewCo would gain 100% of the totally paid strange stocks in Allkem in change for the problem to Allkem shareholders of latest totally paid strange stocks in NewCo or CHESS Depositary Pursuits in appreciate of totally paid strange stocks in NewCo. Beneath the Merger, Livent would merge into US Merger Sub with Livent stocks being transformed into the appropriate to obtain new totally paid strange stocks in NewCo.

The Transaction is topic to the phrases and stipulations described within the Transaction Settlement entered into amongst Allkem, Livent, and NewCo on or in regards to the date of this announcement (the “Transaction Settlement”). A replica of the Transaction Settlement is hooked up to this announcement and is to be had at the Australian Securities Trade (“ASX”)’s site (at www.asx.com.au ), at the site maintained through the U.S. Securities and Trade Fee (the “SEC”) (at www.sec.gov ), and at the Machine for Digital Report Research and Retrieval (SEDAR) site of the Canadian Securities Directors (at www.sedar.com ).

Allkem and Livent have collectively ready this announcement in accordance with data to be had to them as on the date of this announcement. No illustration or guaranty, specific or implied, is made as to the equity, accuracy, completeness or correctness of the ideas, reviews and conclusions contained on this announcement. To the utmost extent authorised through regulation, none of Allkem or Livent, their respective administrators, staff, brokers or advisers, or another individual, accepts any legal responsibility, together with, with out limitation, any legal responsibility coming up from fault or negligence at the a part of any of them or another individual, for any loss coming up from using this announcement or its contents or another way coming up in reference to it.

Abstract data simplest; now not an be offering

This announcement and the ideas contained in it’s equipped for info functions simplest and isn’t meant to be and shall now not represent a solicitation of any vote or approval, or an be offering to promote or solicitation of an be offering to shop for, or a call for participation or advice to subscribe for, gain or purchase securities of Allkem, Livent or NewCo, or another monetary merchandise or securities, in anywhere or jurisdiction, nor shall there be any be offering, solicitation or sale of securities in any jurisdiction through which such be offering, solicitation or sale could be illegal previous to registration or qualification underneath the securities rules of this type of jurisdiction. No be offering of securities will be made in the USA absent registration underneath the U.S. Securities Act of 1933, as amended (the Securities Act), or pursuant to an exemption from, or in a transaction now not topic to, such registration necessities.

The announcement comprises abstract data simplest, and extra detailed details about Allkem, Livent, NewCo and the Transaction might be equipped within the explanatory commentary and see of assembly to be dispatched to Allkem shareholders when it comes to the Scheme and within the proxy commentary/prospectus and different related fabrics to be dispatched to Livent stockholders and filed with the SEC when it comes to the Merger.

Limitation on data when it comes to Livent and its operations

All data on this announcement when it comes to Livent and its operations – together with when it comes to or another way derived from historic manufacturing, historic prices and coins flows and different monetary data, or manufacturing or advancement plans, or infrastructure or manufacturing capability or capacity, or any forward-looking statements in the case of or extrapolated from any of that data – has been sourced from Livent.

Allkem has carried out due diligence when it comes to the Transaction, however has now not been, and isn’t, able to independently test such data and, to the utmost extent authorised through regulation, makes no illustration or guaranty, specific or implied, as to the equity, accuracy, completeness or adequacy of any data in the case of Livent or its operations.

Limitation on data when it comes to Allkem and its operations

All data on this announcement when it comes to Allkem and its operations – together with when it comes to or another way derived from historic manufacturing, historic prices and coins flows and different monetary data, manufacturing or advancement plans, or infrastructure or manufacturing capability or capacity, or any forward-looking statements in the case of or extrapolated from any of that data – has been sourced from Allkem.

Livent has carried out due diligence when it comes to the Transaction, however has now not been, and isn’t, able to independently test such data and, to the utmost extent authorised through regulation, makes no illustration or guaranty, specific or implied, as to the equity, accuracy, completeness or adequacy of any data in the case of Allkem or its operations.

Monetary information

All references to “$” or “US$” or “USD” are to American bucks, being the lawful forex of the USA of The united states . All references to “A$” or “AUD” are to Australian bucks, being the lawful forex of Australia , except said another way. Any references to “Â¥” or “RMB” are to Chinese language yuan, being the lawful forex of China , except said another way.

Any blended monetary data integrated on this announcement is for illustrative functions simplest and does now not purport to be in compliance with Article 11 of Legislation S-X of the foundations and rules of the SEC. Quite, such data is a straightforward summation of Livent’s monetary effects underneath US GAAP and Allkem’s monetary effects underneath IFRS; such effects is probably not related and professional forma data underneath Article 11 could also be materially other.  Traders will have to remember that monetary information on this announcement comprises “non-IFRS monetary data” underneath ASIC Regulatory Information 230 “Disclosing non-IFRS monetary data” revealed through ASIC and likewise “non-GAAP monetary measures” inside the which means of Legislation G underneath the U.S. Securities Trade Act of 1934, as amended. Allkem and Livent consider the non-IFRS monetary data and non-GAAP monetary measures supply helpful data to customers in measuring the monetary efficiency and stipulations of Allkem, Livent and NewCo post-closing of the Transaction (in combination, the “Merged Workforce”). The non-IFRS and non-GAAP monetary data does now not have a standardised which means prescribed through Australian Accounting Requirements or US GAAP, respectively, and, due to this fact, is probably not related to in a similar fashion titled measures introduced through different entities, nor will have to they be construed as a substitute for different monetary measures decided in response to Australian Accounting Requirements or US GAAP. Traders are cautioned, due to this fact, to not position undue reliance on any non-IFRS monetary data and ratios or non-GAAP monetary measures integrated on this announcement.

Livent evaluates working efficiency the usage of sure non-GAAP measures akin to EBITDA, which is outlined as web source of revenue plus pastime expense, web, source of revenue tax expense and depreciation and amortization; and Adjusted EBITDA, which is outlined as EBITDA adjusted for restructuring and different fees, separation-related prices, COVID-19 connected prices and different losses/(features). Livent’s control believes using those non-GAAP measures permits control and buyers to check extra simply the monetary efficiency of its underlying enterprise from length to length. The non-GAAP data equipped is probably not related to equivalent measures disclosed through different firms as a result of differing strategies utilized by different firms in calculating EBITDA and Adjusted EBITDA. Those measures will have to now not be thought to be as an alternative to web source of revenue or different measures of efficiency or liquidity reported in response to US GAAP. A reconciliation of EBITDA and Adjusted EBITDA to web source of revenue is integrated on this announcement.

Reconciliations of Livent’s forward-looking non-GAAP measures to probably the most immediately related measures ready in response to GAAP aren’t being equipped as a result of Livent is not able to offer those reconciliations with out unreasonable effort because of the uncertainty and inherent issue of predicting the incidence, monetary have an effect on, and the sessions through which the related changes could be known.

Non-IFRS data, together with underlying income, has now not been audited however were extracted from Allkem’s periodic monetary statements.

Ahead-Taking a look Statements

This announcement comprises forward-looking statements, together with inside the which means of the Personal Securities Litigation Reform Act of 1995. Ahead-looking statements can frequently be known through phrases akin to “might,” “will,” “seems,” “will have to,” “expects,” “plans,” “anticipates,” “may,” “intends,” “goal,” “initiatives,” “contemplates,” “believes,” “estimates,” “predicts,” “possible,” or “proceed,” or the detrimental of those phrases or different equivalent phrases or expressions that worry expectancies, technique, plans, or intentions. Alternatively, the absence of those phrases or equivalent phrases does now not imply {that a} commentary isn’t forward-looking. All forward-looking statements are in accordance with data and estimates to be had to Allkem or Livent on the time of this announcement and aren’t promises of long term efficiency.

Examples of forward-looking statements on this announcement (made on the date of this announcement except another way indicated) come with, amongst others, statements in regards to the long term efficiency of the Merged Workforce, the perceived and possible synergies and different advantages of the Transaction, and expectancies across the monetary have an effect on of the Transaction at the Merged Workforce’s financials. As well as, this announcement comprises statements in regards to the intentions, ideals and expectancies, plans, methods and targets of the administrators and control of Allkem and Livent for Allkem, Livent and the Merged Workforce, the expected timing for and end result and results of the Transaction (together with anticipated advantages to shareholders of Allkem and Livent), expected manufacturing, manufacturing capability or building or advancement graduation dates, prices or manufacturing outputs, capital expenditure and long term call for for lithium, expectancies for the continued advancement and expansion possible of the Merged Workforce and the long run operation of Allkem, Livent and the Merged Workforce.

Ahead-looking statements aren’t statements of historic reality and exact occasions and effects might vary materially from the ones pondered through the forward-looking statements because of quite a lot of identified and unknown dangers, uncertainties, and different components (lots of which can be out of doors the keep watch over of Allkem, Livent and the Merged Workforce), a few of which can be described every now and then in Livent’s filings with the SEC and Allkem’s filings with the ASX, together with Livent’s Annual Record on Shape 10-Okay for the fiscal yr ended December 31, 2022 , and any next Quarterly Reviews on Shape 10-Q and Present Reviews on Shape 8-Okay and Allkem’s Annual Record for the monetary yr ended 30 June 2022 (Appendix 4E), Part-Yr Record for the part yr ended 31 December 2022 (Appendix 4D), and March Actions Record for the quarter ended 31 March 2023 , and long term filings and reviews through both Allkem or Livent.

Those statements contain identified and unknown dangers, uncertainties and different components that can reason exact effects to be materially other from any effects, ranges of task, efficiency or achievements expressed or implied through any forward-looking commentary and might come with statements in regards to the anticipated timing and construction of the proposed transaction; the power of the events to finish the proposed transaction taking into account the quite a lot of ultimate prerequisites; the anticipated advantages of the proposed transaction, akin to advanced operations, enhanced revenues and coins drift, synergies, expansion possible, marketplace profile, enterprise plans, expanded portfolio and fiscal energy; the aggressive skill and place of NewCo following final touch of the proposed transaction; and expected expansion methods and expected tendencies in Livent’s, Allkem’s and, following the final touch of the proposed transaction, NewCo’s enterprise.

As well as, different components associated with the Transaction between Allkem and Livent that give a contribution to the unsure nature of the forward-looking statements and that would reason exact effects and fiscal situation to vary materially from the ones expressed or implied come with, however aren’t restricted to: the delight of the prerequisites precedent to the consummation of the Transaction, together with, with out limitation, the receipt of shareholder and regulatory approvals at the phrases desired or expected; unanticipated difficulties or expenditures in the case of the Transaction, together with, with out limitation, difficulties that outcome within the failure to understand anticipated synergies, efficiencies and price financial savings from the Transaction inside the anticipated time frame (if in any respect); possible difficulties in Allkem’s and Livent’s skill to retain staff because of the announcement and pendency of the Transaction; dangers in the case of the worth of NewCo’s stocks to be issued within the Transaction; disruptions of Allkem’s and Livent’s present plans, operations and relationships with shoppers led to through the announcement and pendency of the Transaction; felony complaints that can be instituted in opposition to Allkem and Livent following announcement of the Transaction; investment necessities; lithium and different commodity costs; exploration, advancement and working dangers (together with surprising capital or working prices); manufacturing dangers; regulatory restrictions (together with environmental rules and related legal responsibility, adjustments in regulatory restrictions or regulatory coverage and possible identify disputes) and dangers related to normal financial prerequisites.

Further components that would reason exact effects, stage of task, efficiency or achievements to vary materially from the effects, stage of task, efficiency or achievements expressed or implied through the forward-looking statements are detailed within the filings with the SEC, together with Livent’s annual file on Shape 10-Okay, periodic quarterly reviews on Shape 10-Q, periodic present reviews on Shape 8-Okay and different paperwork filed with the SEC.

There can also be no assurance that the Transaction might be applied or that plans of the administrators and control of Allkem and Livent for the Merged Workforce will continue as recently anticipated or will in the end achieve success. Traders are strongly cautioned to not position undue reliance on forward-looking statements, together with in appreciate of the monetary or working outlook for Allkem, Livent or the Merged Workforce (together with the realisation of any anticipated synergies).

Excluding as required through appropriate regulation or the ASX Checklist Laws, Allkem and Livent think no legal responsibility to, and expressly disclaim any responsibility to, supply any further or up to date data or to replace any forward-looking statements, whether or not because of new data, long term occasions or effects, or another way. Not anything on this announcement will, underneath any cases (together with through explanation why of this announcement ultimate to be had and now not being outmoded or changed through another presentation or e-newsletter with appreciate to Allkem, Livent or the Merged Workforce, or the subject material of this announcement), create an implication that there was no alternate within the affairs of Allkem or Livent for the reason that date of this announcement. The distribution of this announcement could also be topic to felony or regulatory restrictions in sure jurisdictions. Somebody who comes into ownership of this announcement will have to tell himself or herself of and conform to this type of restrictions.

Allkem / Nemaska Minerals and Manufacturing Capability

Allkem has reported mineral assets underneath Australian requirements, however neither Allkem nor Nemaska Lithium Inc. has reported any mineral assets in a fashion compliant with SEC Legislation S-Okay Rule 1300. We predict that such entities will file S-Okay 1300-compliant assets within the registration commentary for this transaction, however we will supply no assurances as to the extent of such assets at the moment. Accordingly, any manufacturing capability and goals disclosed for years to come constitute estimates of capability however there can also be no assurances that the blended corporate will be capable to reach such manufacturing capability. Livent isn’t treating such data as an estimate of Allkem or Nemaska mineral assets or reserves.

Manufacturing Objectives

This announcement comprises manufacturing goals of the Merged Workforce (or different forward-looking statements of that nature) (see pages 1 and three particularly, known as the “Key Manufacturing Goal” on this Disclaimer). The guidelines on this announcement that pertains to the Key Manufacturing Goal is derived from the ASX unencumber entitled “Allkem and Livent to Create a Main World Built-in Lithium Chemical substances Manufacturer” dated Might 10, 2023 , which is to be had to view on https://www.allkem.co , www.asx.com.au , www.sedar.com (“Investor Presentation”). Allkem confirms that each one subject matter assumptions underpinning the Key Manufacturing Goal within the Investor Presentation and required through ASX Checklist Rule 5.16 proceed to use and feature now not materially modified.

Notice on synergies

Please additionally consult with the person Investor Shows of Allkem and Livent launched to ASX, furnished to the SEC and another way revealed, as appropriate, concurrently with this announcement for additional details about the root and assumptions underlying any statements about synergies which may be anticipated to be delivered and accomplished through the Merged Workforce because of the Transaction.

No be offering or solicitation

This communique is for informational functions simplest and isn’t meant to be and shall now not represent a solicitation of any vote or approval, or an be offering to shop for or promote, or the solicitation of an be offering to shop for or promote, any securities, or a call for participation or advice to subscribe for, gain or purchase securities of Allkem, Livent or NewCo, or another monetary merchandise or securities, in anywhere or jurisdiction, nor shall there be any be offering, solicitation or sale of securities in any jurisdiction through which such be offering, solicitation or sale could be illegal previous to registration or qualification underneath the securities rules of this type of jurisdiction. No be offering of securities will be made in the USA absent registration underneath the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction now not topic to, such registration necessities.

More information and the place to search out it

NewCo and Livent plan to report related fabrics with the SEC in reference to the Transaction, together with a registration commentary on Shape S-4 that may comprise a proxy commentary/prospectus and different paperwork. NewCo and Livent will get ready and report the proxy commentary/prospectus with the SEC, Livent will mail the proxy commentary/prospectus to its stockholders and Livent and Allkem will report different paperwork in regards to the proposed transaction with the SEC. This communique isn’t an alternative to any registration commentary, proxy commentary/prospectus or different paperwork that can be filed with the SEC in reference to the proposed transaction.

INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWCO, LIVENT, ALLKEM, THE TRANSACTION AND RELATED MATTERS. The Shape S-4, the proxy commentary/prospectus, any amendments or dietary supplements thereto and all different paperwork filed with the SEC in reference to the Transaction might be to be had when filed without cost at the SEC’s internet website at www.sec.gov. Copies of paperwork filed with the SEC through Livent might be made to be had without cost on Livent’s investor members of the family site (at https://ir.livent.com/review/default.aspx ).

This presentation will have to be learn at the side of Allkem’s different periodic and steady public disclosures. Allkem’s bulletins are lodged with ASX and are to be had on ASX’s site (at www.asx.com.au ) and Allkem’s site (at www.allkem.co ).

Additional details about the Transaction (together with key dangers for Allkem shareholders) might be equipped through Allkem to Allkem shareholders and launched to ASX in the end, within the type of an explanatory commentary (as that time period is outlined in segment 412 of the Companies Act) and see of assembly (the “Scheme Booklet”). The Scheme Booklet may also come with or be accompanied through an unbiased skilled’s file that may opine on whether or not the Scheme is in the most efficient pastime of Allkem shareholders.

Additional details about the Transaction (together with key dangers for Livent stockholders) might be equipped through Livent to Livent stockholders and filed with the SEC in the end, within the type of a proxy commentary/prospectus.

Individuals within the Solicitation

Livent, Allkem, NewCo and likely in their respective administrators and govt officials and different individuals in their respective control and staff could also be deemed to be members within the solicitation of proxies in reference to the Transaction. Knowledge in regards to the individuals who might, underneath the foundations of the Securities and Trade Fee (“SEC”), be deemed members within the solicitation of proxies in reference to the Transaction, together with an outline in their direct or oblique pursuits within the Transaction, through safety holdings or another way, might be set forth within the proxy commentary/prospectus and different related fabrics when it’s filed with the SEC. Knowledge in regards to the administrators and govt officials of Livent is contained in Livent’s proxy commentary for its 2023 annual assembly of stockholders, filed with the SEC on March 16, 2023 , its Annual Record on Shape 10-Okay for the fiscal yr ended December 31, 2022 , which used to be filed with the SEC on February 24, 2023 , next statements of advisable possession on report with the SEC and different filings made every now and then with the SEC. Details about Allkem’s administrators and govt officials is ready forth in Allkem’s newest annual file dated 25 August 2022 , as up to date every now and then by the use of bulletins made through Allkem at the Australian Securities Trade. More information in regards to the individuals who might, underneath the foundations of the SEC, be deemed members within the solicitation of Livent safety holders in reference to the Transaction, together with an outline in their direct or oblique pursuits, through safety holdings or another way, might be set forth within the proxy commentary/prospectus and different related fabrics when they’re filed with the SEC. Those paperwork can also be bought without cost from the resources indicated above.

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SOURCE Livent Company

View unique content material: http://www.newswire.ca/en/releases/archive/May2023/10/c6527.html