Merger of Equals - Allkem and Livent
Structure Expected to Enhance Liquidity and Flexibility for Investors
Two Major Global Listings and Increased Index Weighting Expected to Maximize Liquidity
Notes:
Transaction Structure
Livent Shareholders
NYSE-Listed
Ordinary Stock
Allkem Shareholders
ASX-Listed CDIs (or
NYSE-Listed Ordinary Stock)
~44% Ownership
NewCo
-56% Ownership
→ Livent +Allkem
Allkem and Livent to become subsidiaries of a new public holding
company ("NewCo") incorporated in the Bailiwick of Jersey with
corporate residency in Ireland
-
Allkem shareholders receive one NewCo CD11 for each existing
Allkem share
Livent shareholders receive 2.406 NewCo shares for each
existing Livent share
Allkem and Livent shareholders expected to own approximately
56% and 44%, respectively, of the combined company
Primary listing on NYSE and a foreign exempt listing on ASX (via
CDIs)
-
Seeking US index inclusion on implied combined market cap
Pro-rata CDI inclusion in the S&P/ASX 200
■ Approval of Allkem and Livent shareholders required for
transaction
Australia court approval also required for Allkem scheme of
arrangement
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
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