Merger of Equals - Allkem and Livent
Transaction Details
Overview
Governance
Structure
Closing
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All-stock merger of equals
Allkem shareholders to receive right to one share of a new public holding company ("NewCo") for each existing Allkem
share¹, and Livent shareholders to receive 2.406 shares of NewCo for each existing Livent share
Post transaction NewCo ownership split²: ~56% Allkem shareholders/ ~44% Livent shareholders
■ Exchange ratio reflective of contribution to risk-adjusted NAV, with expected synergies driving material NAV accretion to
Allkem and Livent shareholders
Implied combined global market capitalization of $10.6Bn³ before synergies
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Peter Coleman to be Chairman
Paul Graves to be CEO and Director, and Gilberto Antoniazzi to be CFO
NewCo Board to have 14 members, consisting of 7 directors designated by Livent and 7 directors designated by Allkem
■ Commercial, operations, and capital deployment teams to be represented from both companies
NewCo corporate headquarters to be in North America, with exact location as well as company name to be announced at a
later date
■ Primary listing on NYSE; foreign exempt listing on ASX via Chess Depository Interests ("CDIs")
■ Seeking inclusion in key US indices and S&P/ASX 200 index
NewCo incorporated in the Bailiwick of Jersey with corporate residency in Ireland
■ Transaction is expected to close by end of calendar year 2023
■ Closing is subject to regulatory approvals and other customary conditions, including shareholder approval for each company,
Independent Expert opinion, tax opinion delivery, Australian tax class ruling confirmation, and Australian court approval
Notes:
1. Allkem shareholders to receive one NewCo ASX-listed CDI for each Allkem share held (with the ability to elect to receive NewCo NYSE-listed shares instead of CDIs), except for shareholders in certain ineligible jurisdictions who will receive cash proceeds
from the sale of NewCo CDIs in lieu of such CDIs
2. Ownership based on fully diluted shares outstanding (including Livent's convertible note)
3. Based on market data as at close of trading on May 9, 2023; reflects un-synergized values
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