KWM is delighted to be advising Allkem Limited on its A$15.7B all-stock merger of equals with Livent Corp, to create a leading global lithium chemicals producer.
The merger would see Allkem and Livent combine under a newly-created holding company. Allkem has described the deal as transformational, with the resulting NewCo’s diversified portfolio of extraction and production facilities, projects and growth opportunities ideally positioned to deliver reliable supply of lithium critical to global decarbonisation efforts.
The deal specifics include:
- the merger of Allkem and NewCo by way of an Australian scheme of arrangement.
- the US merger of Livent and a wholly-owned subsidiary of NewCo.
- NewCo having a primary listing on the NYSE and a foreign exempt listing on the ASX (via the issue of CDIs to Allkem shareholders).
- on implementation of the transaction, Allkem and Livent shareholders are expected to own approximately 56% and 44% of the combined company, respectively.
The KWM team acting as Australian legal adviser was led by Corporate M&A Partner Antonella Pacitti supported by Partner Roger Davies, Senior Associates Jacob Carmody and Toby Newnes and Solicitors Cairo Leicester and Tom Carmody with additional support from our market leading anti-trust and tax/stamp duty specialists and invaluable insights from our Ninjang team in China.
Commenting on the transaction, Antonella Pacitti commented:
“It is terrific to be working with Allkem on this deal, which is significant for many reasons and builds on a relationship we’re delighted to have with the business and its people. The merger promises to be transformative for Allkem, creating a leading global integrated lithium producer.
It is also indicative of an incredibly exciting market - as energy transition continues to gather pace, we anticipate more of this type of cross border dealmaking and KWM is especially well positioned to support.”
The transaction is expected to close by the end of calendar year 2023.
