Arcadium Lithium plc filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2024, Arcadium Lithium plc, a public limited company incorporated under the Laws of the Bailiwick of Jersey (the “Company” or “Arcadium”), entered into a Transaction Agreement (the “Transaction Agreement”) with Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited (“Buyer”), pursuant to which, in accordance with a scheme of arrangement (the “Scheme”) under the Companies (Jersey) Law 1991, at the effective time, all of the ordinary shares, par value $1.00 per share, of the Company (the “Company Shares”), including the Company Shares represented by CHESS depositary interests (the “CDIs”) issued by the Company and listed on the securities exchange operated by ASX Limited (“ASX”), then outstanding will be transferred from the shareholders of the Company to Buyer (or an affiliate of Buyer designated by Buyer in accordance with the terms of the Scheme) in exchange for the right to receive an amount in cash, without interest, equal to $5.85 per Company Share (the “Transaction”).
On February 28, 2025, in connection with the Transaction, Arcadium issued a notice letter via the ASX to holders of CDIs. A copy of the notice letter is attached hereto as Exhibit 99.1.
Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report on Form 8-K (this “Form 8-K”) are forward-looking statements. In some cases, we have identified forward-looking statements by such words or phrases as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the Company based on currently available information. There are important factors that could cause Arcadium’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the factors described under the caption entitled “Risk Factors” in Arcadium’s 2024 Form 10-K filed with the SEC on February 27, 2025, as well as other SEC filings and public communications. Although Arcadium believes the expectations reflected in the forward-looking statements are reasonable, Arcadium cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Arcadium nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Arcadium is under no duty to update any of these forward-looking statements after the date of this Form 8-K to conform its prior statements to actual results or revised expectations.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit | Description |
| 99.1 | Notice to Holders of Arcadium Lithium CDIs, dated February 28, 2025. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 28, 2025 | ARCADIUM LITHIUM PLC | |
| By: |
/s/ Gilberto Antoniazzi | |
| Gilberto Antoniazzi | ||
| Vice President and Chief Financial Officer | ||