8-K: Arcadium Lithium Acquisition by Rio Tinto: Closing Timetable Announced

Arcadium Lithium announces the closing timetable for its acquisition by Rio Tinto, with CDI holders set to receive US$5.85 per CDI.

Summary

• Arcadium Lithium plc has announced the closing timetable for its acquisition by Rio Tinto.
• The acquisition will be executed via a scheme of arrangement under Jersey law.
• Holders of CHESS Depositary Interests (CDIs) will receive US$5.85 per CDI.
• The Royal Court of Jersey is scheduled to hold a sanction hearing on March 5, 2025, to approve the transaction.
• Closing of the transaction is expected to occur shortly thereafter on March 6, 2025.
• Arcadium Lithium's shares will be delisted from the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX) upon completion of the transaction.
• The CDI record date is set for March 7, 2025, at 7:00 p.m. Sydney time.
• Consideration payment to brokers is expected around March 10, 2025.
• Consideration payment to CDI holders is expected around March 14, 2025.
• Delisting of Arcadium Lithium on the ASX is scheduled for March 17, 2025.
• CDI holders are responsible for ensuring their bank account details are correct with Arcadium Lithium's CDI registry.
• Unclaimed consideration will be handled according to applicable unclaimed money laws.

Sentiment

Score: 7

Explanation: The announcement is positive for CDI holders as it confirms the closing timetable and the cash consideration they will receive. The deal is progressing as expected.

Positives

• CDI holders will receive a cash payment of US$5.85 per CDI.
• The acquisition process is nearing completion with a defined timetable.

Risks

• The transaction is subject to court sanction, and any delay or rejection could impact the closing timetable.
• CDI holders must ensure their bank account details are accurate to receive payment, or funds may be subject to unclaimed money laws.

Future Outlook

The transaction is expected to close shortly after the sanction hearing on March 5, 2025, leading to the delisting of Arcadium Lithium from both the NYSE and ASX.

Management Comments

• Gilberto Antoniazzi, Arcadium Lithium's Vice President and Chief Financial Officer, authorized the release of the announcement to the ASX.

Industry Context

This acquisition reflects the ongoing consolidation in the lithium mining industry, driven by increasing demand for lithium in batteries for electric vehicles and energy storage systems. Rio Tinto's acquisition of Arcadium Lithium strengthens its position in the lithium market.

Comparison to Industry Standards

• The acquisition price of US$5.85 per CDI can be compared to other recent lithium company acquisitions to assess its fairness.
• For example, the takeover of Livent by Allkem to create Arcadium Lithium was valued at $10.6 billion.
• The market capitalization of Arcadium Lithium prior to the Rio Tinto offer can be compared to other lithium producers like Albemarle and SQM to gauge market sentiment.

Stakeholder Impact

• Shareholders and CDI holders will receive cash consideration for their holdings.
• Employees face potential changes in management and operational structure under Rio Tinto's ownership.
• The acquisition could impact suppliers and customers through potential changes in supply chain and business relationships.

Next Steps

• Royal Court of Jersey sanction hearing on March 5, 2025.
• Closing of the transaction expected on March 6, 2025.
• Delisting of shares from NYSE and ASX.
• Payment of consideration to CDI holders around March 14, 2025.

Key Dates