Arcadium Lithium Receives All Required Regulatory Approvals Globally to Close Acquisition by Rio Tinto and Announces Court Hearing Date

Rhea-AI Summary

Arcadium Lithium (NYSE: ALTM, ASX: LTM) has secured all necessary pre-closing regulatory approvals for its acquisition by Rio Tinto, as announced on October 9, 2024. The approvals include merger control clearance from Australia, Canada, China, Japan, South Korea, the United Kingdom, and the United States, along with investment screening approvals from various jurisdictions.

The Royal Court of Jersey will hold a sanction hearing on March 5, 2025, at 5:00 a.m. EST to review the scheme of arrangement, with the transaction expected to close on March 6, 2025. Shareholders can attend the hearing in person or through a Jersey advocate, and may submit written statements for consideration. Following the transaction's completion, Arcadium's shares and CHESS Depositary Receipts will be delisted from the NYSE and ASX respectively.

Positive

• All global regulatory approvals secured for Rio Tinto acquisition
• Clear timeline established with closing date set for March 6, 2025
• Transaction proceeding as planned without regulatory hurdles

Negative

• Delisting from NYSE and ASX will reduce trading liquidity for current shareholders

Insights

M&A and Regulatory Affairs Analyst

The successful completion of all regulatory approvals for Rio Tinto's acquisition of Arcadium Lithium represents a significant development in the global lithium industry's consolidation landscape. The swift clearance across seven major jurisdictions, including critical markets like China and the US, signals strong regulatory confidence in the transaction's competitive implications.

The regulatory approval process's efficiency is particularly noteworthy, taking approximately four months from announcement to clearance. This smooth progression, especially securing China's approval - often a complex hurdle in mining sector deals - demonstrates the transaction's strategic alignment with various national interests in securing critical mineral supply chains.

For the lithium industry, this acquisition marks a pivotal shift as Rio Tinto, a traditional mining giant, strengthens its position in the battery metals sector. The integration of Arcadium's lithium chemical production capabilities with Rio Tinto's resource base creates a vertically integrated powerhouse in the EV supply chain. This consolidation trend reflects the industry's maturation and the increasing importance of scale and operational efficiency in meeting growing global demand for lithium products.

With the court hearing scheduled for March 5 and expected closing on March 6, shareholders should note the imminent delisting from both NYSE and ASX. The transaction's progression according to schedule suggests strong execution capability and minimal regulatory concerns, factors that often complicate major cross-border acquisitions in strategic sectors.

PHILADELPHIA and PERTH, Australia, Feb. 13, 2025 /PRNewswire/ -- Arcadium Lithium plc (NYSE: ALTM, ASX: LTM, "Arcadium Lithium"), a leading global lithium chemicals producer, has now received all required pre-closing regulatory approvals in connection with the proposed acquisition of Arcadium Lithium by Rio Tinto (the "Transaction" previously announced on October 9, 2024).  This includes merger control clearance being satisfied or waived in Australia, Canada, China, Japan, South Korea, the United Kingdom and the United States (Hart-Scott-Rodino Antitrust Improvements Act of 1976), as well as investment screening approval being satisfied in Australia, Canada, Italy, the United Kingdom and the United States (CFIUS).

The sanction hearing for the Royal Court of Jersey (the "Court") to hear Arcadium Lithium's application to sanction the scheme of arrangement under Part 18A of the Companies (Jersey) Law 1991 has been set on March 5, 2025 at 5:00 a.m. EST (9:00 p.m. AEDT), with closing of the Transaction expected to occur shortly thereafter on March 6, 2025.

Arcadium Lithium shareholders are entitled to attend and be heard at the Court hearing, either in person or through a Jersey advocate, to support or oppose the Scheme.  The Court's address is Royal Court House, Royal Square, St Helier, Jersey JE1 1JG and its telephone number is +44 1534 441 300. Arcadium Lithium shareholders may also submit written statements regarding the Scheme for the Court's consideration.  Such statements can be made either: (i) by email sent to ArcadiumScheme@ogier.com; or (ii) in writing, addressed to Arcadium Scheme Correspondence, c/o Ogier (Jersey) LLP, 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG.

In connection with completion of the Transaction, Arcadium's shares and CHESS Depositary Receipts (CDIs) will be delisted from the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX) respectively.

For more information, please visit: https://ir.arcadiumlithium.com.

Arcadium Lithium Contacts

Investors:
Daniel Rosen +1 215 299 6208
daniel.rosen@arcadiumlithium.com  

Phoebe Lee +61 413 557 780
phoebe.lee@arcadiumlithium.com   

Media:
Karen Vizental +54 9 114 414 4702
karen.vizental@arcadiumlithium.com  

About Arcadium Lithium 
Arcadium Lithium is a leading global lithium chemicals producer committed to safely and responsibly harnessing the power of lithium to improve people's lives and accelerate the transition to a clean energy future. We collaborate with our customers to drive innovation and power a more sustainable world in which lithium enables exciting possibilities for renewable energy, electric transportation and modern life.  Arcadium Lithium is vertically integrated, with industry-leading capabilities across lithium extraction processes, including hard-rock mining, conventional brine extraction and direct lithium extraction (DLE), and in lithium chemicals manufacturing for high performance applications. We have operations around the world, with facilities and projects in Argentina, Australia, Canada, China, Japan, the United Kingdom and the United States. For more information, please visit us at www.ArcadiumLithium.com.

Important Information and Legal Disclaimer:
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this news release 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 Arcadium Lithium based on currently available information. There are important factors that could cause Arcadium Lithium'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 completion of the transaction on anticipated terms and timing, including obtaining required regulatory approvals, and the satisfaction of other conditions to the completion of the transaction; potential litigation relating to the transaction that could be instituted by or against Arcadium Lithium or its affiliates, directors or officers, including the effects of any outcomes related thereto; the risk that disruptions from the transaction will harm Arcadium Lithium's business, including current plans and operations; the ability of Arcadium Lithium to retain and hire key personnel; potential adverse reactions or changes to business or governmental relationships resulting from the announcement or completion of the transaction; certain restrictions during the pendency of the transaction that may impact Arcadium Lithium's ability to pursue certain business opportunities or strategic transactions; significant transaction costs associated with the transaction; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction, including in circumstances requiring Arcadium Lithium to pay a termination fee or other expenses; competitive responses to the transaction; the supply and demand in the market for our products as well as pricing for lithium and high-performance lithium compounds; our ability to realize the anticipated benefits of the integration of the businesses of Livent and Allkem or of any future acquisitions; our ability to acquire or develop additional reserves that are economically viable; the existence, availability and profitability of mineral resources and mineral and ore reserves; the success of our production expansion efforts, research and development efforts and the development of our facilities; our ability to retain existing customers; the competition that we face in our business; the development and adoption of new battery technologies; additional funding or capital that may be required for our operations and expansion plans; political, financial and operational risks that our lithium extraction and production operations, particularly in Argentina, expose us to; physical and other risks that our operations and suppliers are subject to; our ability to satisfy customer qualification processes or customer or government quality standards; global economic conditions, including inflation, fluctuations in the price of energy and certain raw materials; the ability of our joint ventures, affiliated entities and contract manufacturers to operate according to their business plans and to fulfill their obligations; severe weather events and the effects of climate change; extensive and dynamic environmental and other laws and regulations; our ability to obtain and comply with required licenses, permits and other approvals; and other factors described under the caption entitled "Risk Factors" in Arcadium Lithium's 2023 Form 10-K filed with the SEC on February 29, 2024, as well as Arcadium Lithium's other SEC filings and public communications. Although Arcadium Lithium believes the expectations reflected in the forward-looking statements are reasonable, Arcadium Lithium cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Arcadium Lithium nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Arcadium Lithium is under no duty to update any of these forward-looking statements after the date of this news release to conform its prior statements to actual results or revised expectations.

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SOURCE Arcadium Lithium PLC

FAQ

When will the Arcadium Lithium (ALTM) acquisition by Rio Tinto close?

The acquisition is expected to close on March 6, 2025, following the Court sanction hearing on March 5, 2025.

What regulatory approvals has Arcadium Lithium (ALTM) received for the Rio Tinto acquisition?

Arcadium Lithium has received merger control clearance from Australia, Canada, China, Japan, South Korea, the UK, and the US, plus investment screening approvals from Australia, Canada, Italy, the UK, and the US (CFIUS).

What happens to Arcadium Lithium (ALTM) shares after the Rio Tinto acquisition?

Following the transaction completion, Arcadium's shares will be delisted from the New York Stock Exchange (NYSE) and its CHESS Depositary Receipts (CDIs) will be delisted from the Australian Securities Exchange (ASX).

How can shareholders participate in the Arcadium Lithium (ALTM) court hearing?

Shareholders can attend the Royal Court of Jersey hearing in person or through a Jersey advocate, or submit written statements via email to ArcadiumScheme@ogier.com or by mail to the specified court address.