|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/27/23 Arcadium Lithium plc 8-K:1,5,9 12/20/23 12:1.5M Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 30K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 592K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 585K
7: R1 Cover HTML 45K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- dp204204_8k_htm XML 15K
9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
5: EX-101.LAB XBRL Labels -- allkem-20231220_lab XML 97K
6: EX-101.PRE XBRL Presentations -- allkem-20231220_pre XML 64K
4: EX-101.SCH XBRL Schema -- allkem-20231220 XSD 12K
11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
12: ZIP XBRL Zipped Folder -- 0000950103-23-017995-xbrl Zip 194K
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)
____________________________
| Bailiwick of i Jersey | i 333-273360 | i 98-1737136 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| (Address of principal executive offices, including Zip Code) |
|
Registrant’s telephone number, including area code: i 353 i 1 i 6875238
____________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
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 (“Livent”), and Allkem Limited, an Australian public company limited by shares (“Allkem”) entered into the Third Amendment (the “Amendment”) to the 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 (“Arcadium”) and 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, which is a wholly owned subsidiary of Arcadium, will merge with and into Livent, with Livent 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendments to Articles of Association
On December 20, 2023, in connection with the Transaction Agreement, Arcadium amended and restated its articles of association (the “Amended Articles”). A summary of the Amended Articles is contained in Arcadium’s registration statement on Form S-4 (File No. 333-273360) declared effective on November 20, 2023 (the “Combined Proxy Statement/Prospectus”) under the heading “Comparison of the Rights of Holders of Livent Shares and NewCo Shares”, which is incorporated by reference in this Item 5.03, and a form of the Amended Articles was included in the Combined Proxy Statement/Prospectus (the “Form Articles”) except that, in response to the results of certain non-binding, advisory proposals voted on at a special meeting of Livent stockholders held on December 19, 2023, to vote on matters relating to the Transaction Agreement and the Merger, (i) Section 7.3(f)(17), Section 7.3(g)(7) and Section 7.3(h)(3) in the Form Articles relating to additional information that may be requested by Arcadium from shareholders nominating directors or proposing other business at meetings of Arcadium shareholders have been deleted, and (ii) Section 8.3 in the Form Articles was amended to provide that directors may be removed by shareholders with or without cause.
The foregoing description of the Amended Articles
does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 to this Current Report, which is incorporated
by reference into this Item 5.03.
| 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.
| ARCADIUM LITHIUM PLC | |||
| By: |
/s/ Donal Flynn | ||
|
Name: Title: |
Director | ||
Dated: December 27, 2023
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/27/23 | |||
| For Period end: | 12/20/23 | 8-K | ||
| 12/19/23 | ||||
| 11/20/23 | 424B3, EFFECT | |||
| 11/5/23 | ||||
| 8/2/23 | 425 | |||
| 5/10/23 | ||||
| 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 1/04/24 Arcadium Lithium plc 8-K12B:1,2, 1/04/24 15:3.5M Broadridge Fin’l So… Inc 1/04/24 Arcadium Lithium plc S-8 1/04/24 13:219K Davis Polk & … LLP 01/FA 1/04/24 Arcadium Lithium plc S-8 1/04/24 13:332K Davis Polk & … LLP 01/FA |