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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/27/23 Livent Corp. 8-K:1,9 12/20/23 11:873K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 28K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 592K
Liquidation or Succession
6: R1 Cover HTML 45K
9: XML IDEA XML File -- Filing Summary XML 12K
7: XML XBRL Instance -- dp204209_8k-livent_htm XML 14K
8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.LAB XBRL Labels -- lthm-20231220_lab XML 96K
5: EX-101.PRE XBRL Presentations -- lthm-20231220_pre XML 64K
3: EX-101.SCH XBRL Schema -- lthm-20231220 XSD 12K
10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
11: ZIP XBRL Zipped Folder -- 0000950103-23-017996-xbrl Zip 106K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 ( i December 20, 2023)
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38694 | i 82-4699376 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| i 19103 | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i 215- i 299-5900
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| i Common Stock, par value $0.001 per share | i LTHM | i New York Stock Exchange |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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 | ||
|
Name: Title:
|
Vice President and Chief Financial Officer | ||
Dated: December 27, 2023
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/27/23 | 4 | ||
| For Period end: | 12/20/23 | 8-K | ||
| 11/5/23 | ||||
| 8/2/23 | 425, 8-K | |||
| 5/10/23 | 425, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Arcadium Lithium plc 10-K 12/31/23 135:46M |