Livent Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 27, 2023 (
(Exact name of registrant as specified in its charter)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to the Transaction Agreement
On December 20, 2023, Livent Corporation, a Delaware corporation (the “Company” or “Livent”), entered into the Third Amendment (the “Amendment”) to the previously disclosed Transaction Agreement, dated as of May 10, 2023 (the “Transaction Agreement”), by and among Livent, Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (originally known as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey and f/k/a Allkem Livent plc) (“Arcadium”), and Allkem Limited, an Australian public company limited by shares (“Allkem”), and subsequently joined by Lightning-A Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland, and subsequently amended by that certain Amendment to Transaction Agreement, dated as of August 2, 2023, by and between Livent and Allkem and that certain Second Amendment to Transaction Agreement, dated as of November 5, 2023, by and between Livent and Allkem. The Transaction Agreement contemplates that (i) Arcadium will acquire all of the shares of Allkem pursuant to a scheme of arrangement under the Corporations Act (Cth) 2001 of Australia (the “Scheme”), resulting in Allkem becoming a wholly owned subsidiary of Arcadium, and (ii) Merger Sub, a wholly owned subsidiary of Arcadium, will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Arcadium (the “Merger”).
Under the Amendment, Livent and Allkem have agreed to amend the Transaction Agreement to modify the forms of Memorandum of Association and Articles of Association of Arcadium in Exhibit E to the Transaction Agreement (i) to remove provisions relating to additional information that may be requested by Arcadium from shareholders nominating directors or proposing other business at meetings of Arcadium shareholders, and (ii) to provide that directors may be removed by shareholders with or without cause. All other terms of the Transaction Agreement remain unmodified and in full force and effect in accordance therewith.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIVENT CORPORATION | |||
| By: | /s/ Gilberto Antoniazzi | ||
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Name: Title:
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Gilberto Antoniazzi Vice President and Chief Financial Officer | ||
Dated: December 27, 2023