Allkem Scheme Meeting – Chairman’s address and presentation
BRISBANE, Australia, Dec. 18, 2023 (GLOBE NEWSWIRE) — Allkem Limited (ASX and TSX: AKE, “Allkem”) refers to the proposed merger of equals between Allkem and Livent Corporation (“Livent”), (“Transaction”).
In accordance with ASX Listing Rule 3.13, attached to this announcement are the following documents to be presented at Allkem’s Scheme Meeting being held at 10:30am (AWST) / 1:30pm (AEDT) today:
- Chairman’s address; and
- Scheme Meeting presentation.
Allkem shareholders may participate in the Scheme Meeting by attending in person at The Studio, Level 2, Crown Towers, Crown Perth Convention Centre, Great Eastern Highway, Burswood, Western Australia, or online at https://meetnow.global/MUHNARQ.
The voting results of the Scheme Meeting will be released to the ASX and TSX (via SEDAR+) shortly after the conclusion of the Scheme Meeting.
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ABN 31 112 589 910 Level 35, 71 Eagle St |
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IMPORTANT NOTICES
Not for release or distribution in the United States
This announcement has been prepared for publication in Australia and may not be released to U.S. wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction, and neither this announcement or anything attached to this announcement shall form the basis of any contract or commitment. Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under the U.S. Securities Act of 1933 or exempt from, or not subject to, the registration of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.
Chairman’s Address
[Slide 1]
Good morning to everyone here in Perth and to those joining us online. My name is Peter Coleman, the Chairman of Allkem Limited, and it is my pleasure to chair today’s Scheme Meeting.
Firstly, as a matter of housekeeping, should the building fire alarm sound or you are advised that there is an emergency in the building, there are 2 fire exits located at the back of the room and one fire exit located at the front of the room. The Crown staff will direct you to the nearest safety exit and designated assembly area.
We begin by acknowledging the traditional custodians of the land we are meeting on today, the Whadjuk Nyoongar people. We pay our respects to their Elders past and present. We extend that respect to any Aboriginal and Torres Strait Islander peoples here today and to those joining us online.
Your Allkem Directors joining us online today include:
- Our Managing Director – Martín Perez de Solay;
- Non-Executive Director – Richard Seville;
- Non-Executive Director – Leanne Heywood;
- Non-Executive Director – Alan Fitzpatrick;
- Non-Executive Director – Florencia Heredia;
- Non-Executive Director – John Turner; and
- Non-Executive Director – Fernando Oris de Roa.
On behalf of my fellow Directors, welcome to Allkem’s Scheme Meeting.
[Slide 2]
The purpose of this meeting is for Allkem shareholders to vote on the scheme of arrangement in relation to the proposed merger of equals with Livent Corporation.
The proposed merger with Livent will combine two global lithium companies and bring together their highly complementary range of assets, growth projects and operating skills across extraction and processing under a vertically integrated business model, with the scale and expertise to meet the rapidly growing demand for lithium chemical products.
The merged entity will have a significant portfolio of lithium assets diversified across key geographies, products and customers. Cost synergies and capital expenditure savings, in addition to other anticipated commercial synergies, are expected to be realised from the opportunity to co-develop and de-risk future expansion projects and operations.
Your Allkem Directors believe that the Transaction is logical and highly compelling, with strong strategic rationale and significant synergies that are expected to drive value for Allkem Shareholders.
The Independent Expert’s Report concluded that the scheme is in the best interest of shareholders, in the absence of a superior proposal, and that remains the Independent Expert’s conclusion today.
As no Superior Proposal has been received by Allkem, and Kroll continues to conclude that the Scheme is in the best interests of Allkem Shareholders, your Allkem directors unanimously recommend that Allkem shareholders vote in favour of the Scheme at today’s Scheme Meeting.
Closing of the proposed merger of Allkem and Livent remains subject to certain key conditions precedent. These conditions precedent are:
- Approval of the Scheme Resolution by Allkem Shareholders by the requisite majorities at this Scheme Meeting;
- Approval of the Transaction Agreement and the transactions contemplated by it by Livent stockholders at the Livent Stockholder Meeting (which will be held later today, New York time); and
- Approval of the Scheme by the Federal Court of Australia (subject to the other conditions being met, to be determined tomorrow).
Subject to satisfaction of the remaining conditions, it is expected that the transaction will be implemented on 4 January 2024 (New York time). Further information on the merger timetable can be found in the Appendix to this presentation.
[Slide 3]
Today’s Scheme Meeting is held via a hybrid format – allowing shareholders, proxyholders, representatives and guests to attend the meeting either in person or virtually. Online attendees can watch a live webcast of the meeting and have the ability to ask questions and vote online via the Computershare online virtual meeting platform.
If anyone attending the meeting online experiences any issues or requires any assistance in relation to the online platform, they should call the telephone support line on +61 3 9415 4024.
If technical issues arise with the webcast that result in a number of members being unable to participate, and I (as Chairman) do not believe it is reasonable in the circumstances to proceed with the meeting, I will adjourn the meeting until the problem is fixed. Where the meeting is adjourned for a prolonged period, we will upload notification of the adjournment onto the ASX Announcements platform and onto the Allkem website at: www.allkem.co. We will also provide details on those platforms as to when the adjourned meeting will be reconvened.
I now call this meeting to order.
I confirm that a quorum is present and now formally declare the meeting open.
Joint Company Secretaries John Sanders and Dylan Roberts are also in attendance.
Our share registry, Computershare, is represented today by Mr Lewis Brimelow.
King & Wood Mallesons, the Company’s legal adviser, is represented at the Meeting by Antonella Pacitti and Toby Newnes.
To enable shareholders to consider the business of today’s meeting, a Notice of Scheme Meeting was made available to all shareholders by its inclusion in Annexure G of the Scheme Booklet dated 9 November 2023. The Scheme Booklet was dispatched to each Allkem Shareholder in accordance with their communication preferences and is also available on Allkem’s website and the ASX Announcements Platform. I will take the Notice of Scheme Meeting as read.
Before proceeding further, I advise that 2,081 proxies totalling 337,366,713 votes have been received for this meeting. As disclosed in the Scheme Booklet, where an available proxy vote has been given to the Chairman of the Meeting without instructions, I will vote in favour of the resolution.
I now turn to the formal business to be considered today.
We only have one resolution to be considered today. Voting on that resolution will be conducted by way of a poll.
For those attending in person, the poll will be conducted once the resolution has been put to the meeting, and all questions relating to the resolution have been dealt with.
For those attending virtually, the poll will be conducted via the poll facility on the Computershare online meeting platform.
Shortly, I will outline the procedure for the poll.
I will then take questions on the proposed resolution from Shareholders or their authorised representatives or attorneys. Questions should relate to the resolution which is being voted upon.
When voting is complete, we will close the meeting. The results of the poll will be published via a release made to the ASX and will also be made available on the Company’s website.
I appoint Mr Lewis Brimelow from Computershare as Returning Officer.
As I indicated earlier, voting at today’s meeting will be conducted by way of a poll. I will now explain the procedure for the poll to be conducted on the resolution.
All shareholders, representatives and attorneys of shareholders, and proxyholders are entitled to ask questions and vote on the poll.
[Slide 4]
Online attendees can submit questions at any time. To submit a written question, please select the “Q&A” icon and type your question into the chat box at the bottom of the screen. Once you have finished typing, please press the “send” button.
Please note that while you can submit questions from this point onwards, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or amalgamated together if we receive multiple questions on the same or similar topic.
To ask a verbal question via the online platform, please follow the instructions written below the “Broadcast” icon.
For shareholders, authorised representatives, attorneys and proxyholders who are attending in person, you will be given the opportunity to raise your hand and ask your question via the microphone.
If you wish to ask a question, I ask that you please first state your name and indicate whether you are speaking on behalf of your own shareholding or whether you are speaking as a representative for another shareholder.
Again, all questions should relate to the resolution which is being voted upon.
To provide you with enough time to vote, I will shortly open voting for those attending online.
[Slide 5]
If you are attending online and are eligible to vote, once voting opens please press the “Vote” icon. To cast your vote simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen.
You can change your vote up until the time I declare voting closed.
For shareholders, authorised representatives, attorneys and proxyholders who are attending in person, you would have received a blue voting card. Please complete the reverse of your voting card and a member of the Computershare team will collect your card at the end of the poll.
I now declare voting open.
I will give you a warning before I move to close voting.
[Slide 6]
BUSINESS OF THE MEETING
The only item of business to be considered is the proposed Scheme Resolution to approve the Scheme that forms part of the proposed merger of equals with Livent Corporation.
- I refer you to the screen for the Scheme Resolution.
- As set out in the Notice of Scheme Meeting, this resolution must be passed by “Requisite Majorities,” being both:
- The headcount test – a majority in number (i.e. more than 50%) of Allkem Shareholders present and voting at the Scheme Meeting (either online or in person, or by proxy, attorney or corporate representative); and
- The voting test – at least 75% of the total number of votes cast on the Scheme Resolution by Allkem Shareholders (either online or in person, or by proxy, attorney or corporate representative).
- As at 10:30am (AWST) on Sunday, 17 December, when proxy voting closed, Allkem had received proxy votes representing approximately 53% of issued shares, of which approximately 89% are in favour of the Scheme Resolution or are undirected proxies given to me as Chairman (which, as mentioned, will be voted in favour of the resolution).
- I will now address any questions relating to the resolution.
- As a reminder to the online attendees:
- To submit a written question, select the “Q&A” icon and then type your question in the text box. Once you have finished typing, please hit the send button.
- To ask a verbal question, please follow the instructions written below the “Broadcast” icon.
- Firstly, are there any questions from shareholders in the room? Please raise your hand and we will bring you a mic.
[Pause to allow time for questions]
- Moderator, are there any written or audio questions received online?
[Pause to allow time for questions]
- Moderator, are there any/further questions received online?
There being no (further) questions, I put this resolution to the meeting.
If you are attending online and haven’t already done so, please now cast your vote for this item, by pressing the “Vote” icon.
POLL
As outlined at the outset of the meeting, I will now put the Resolution to a poll for those attending in person. For those attending online, please use this time to ensure that you have voted and have received a vote confirmation notification on your screen. Please note that online voting will close upon completion of the Poll.
As mentioned before, Computershare will coordinate the poll on the Company’s behalf. Mr Lewis Brimelow can you please come forward. Thank you…
[Pause whilst voting cards are completed]
As all voting cards have now been collected, I now declare the poll closed.
Details of the final results will be posted on both the Company’s website and on the ASX Announcements Platform later today.
I would like to thank you all for your attendance and participation, and I now formally declare the meeting closed.
[Slide 7]
For those present today, please join us for morning tea outside of The Studio.
Thank you.
This release was authorised by Mr Martin Perez de Solay, CEO and Managing Director of Allkem Limited.
