Federal Court approves convening of Scheme Meeting and dispatch of Scheme Booklet

BRISBANE, Australia, Nov. 08, 2023 (GLOBE NEWSWIRE) — Allkem Limited (ASX: AKE, “Allkem” or the “Company”) is pleased to provide the following update in relation to the proposed merger of equals between Allkem and Livent Corporation (“Livent”), announced to ASX on 10 May 2023 (“Transaction”).

Court Approval

The Federal Court of Australia has today made orders:

• that Allkem convene a meeting of Allkem shareholders to consider and vote on the proposed scheme of arrangement between Allkem and its shareholders that forms part of the Transaction (“Scheme”), (“Scheme Meeting”); and
• approving the dispatch to Allkem shareholders of a notice of meeting and explanatory statement in relation to the Scheme (“Scheme Booklet”).

Scheme Booklet

The Scheme Booklet will be released to ASX and sent to Allkem shareholders following registration with the Australian Securities and Investments Commission (“ASIC”). It will also be available on Allkem’s website at https://www.allkem.co/.

The Scheme Booklet will include a copy of the Independent Expert’s Report, which has been prepared by Kroll Australia Pty Ltd.

The Scheme Booklet will be dispatched to Allkem Shareholders as follows:

• Allkem shareholders who have elected to receive hard copies of communications from Allkem will receive (by post) a physical copy of the Scheme Booklet, along with a personalised proxy form for the Scheme Meeting;
• Allkem shareholders who have elected to receive electronic communications from Allkem will receive an email containing instructions about how to access and download a copy of the Scheme Booklet, as well as how to lodge their proxy form and/or voting instructions;
• Allkem shareholders who have not made an election (to either receive electronic or hard copy communications from Allkem) will receive a letter (by post) containing instructions about how to access and download a copy of the Scheme Booklet, along with a personalised proxy form for the Scheme Meeting.

Allkem Shareholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of the Scheme.

Scheme Meeting

The Scheme Meeting will be held at The Studio, Level 2, Crown Towers, Crown Perth Convention Centre, Great Eastern Highway, Burswood, Western Australia 6100, on 19 December 2023 commencing at 10:30am (AWST) / 1:30pm (AEDT). Allkem shareholders can also attend the Scheme Meeting virtually, via the online platform at https://meetnow.global/MUHNARQ.

Further details of how to access the online platform and participate in the Scheme Meeting online will be contained in the Notice of Scheme Meeting included in the Scheme Booklet, and the Computershare Online Meeting Guide that is included in the Notice of Scheme Meeting.

Each Allkem shareholder who is registered on the Allkem register at 7:00 pm (AEDT) on 17 December 2023 is entitled to attend and vote at the Scheme Meeting. All Allkem shareholders are encouraged to vote by completing and returning the proxy form, or by attending the Scheme Meeting in person (including online, or by proxy, attorney or corporate representative).

Indicative Scheme Timetable

The key dates expected for the Transaction are set out below. Allkem will continue to update shareholders about any material developments in relation to the Transaction or the indicative timetable for the Transaction, as the timetable progresses.

Note: All references to time above are references to AEDT (Sydney time), unless otherwise specified.

All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court and other Governmental Entities and the satisfaction or permissible waiver of all other applicable closing conditions. Allkem reserves the right to vary the times and dates set out above. Any changes to the above timetable (which may include an earlier Second Court Hearing) will be announced through ASX, filed under Allkem’s profile on SEDAR+ and notified on www.allkem.co.   

This release was authorised by the Board of Directors of Allkem Limited.

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.