M&A - Arcadium Lithium plc

Form Type: 10-K/A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008947

Filing Summary: On March 6, 2025, Arcadium Lithium plc completed its acquisition by Rio Tinto via a court-sanctioned scheme of arrangement under Companies (Jersey) Law. Following the merger, Arcadium became a wholly-owned subsidiary of Rio Tinto. Consequently, there will be no annual meeting of stockholders in 2025, and no proxy statement will be filed. The amendment to the original 10-K report is to rectify certain disclosures that were omitted in the initially filed report, specifically under Items 10-14, regarding corporate governance, executive compensation, and related matters. The filing additionally includes new certifications from the principal executive and financial officers. The market value of voting stock held by non-affiliates as of June 30, 2024, was approximately $3.6 billion. The filing of this amendment is a required step before delisting from the New York Stock Exchange via Form 25 and deregistering under the Securities Exchange Act of 1934 through Form 15.

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Form Type: 15-12G

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925024323

Filing Summary: On March 6, 2025, the acquisition of Arcadium Lithium plc by Rio Tinto BM Subsidiary Limited was completed. This transaction, as outlined in the Transaction Agreement dated October 9, 2024, resulted in Arcadium Lithium plc becoming a wholly owned subsidiary of the Buyer. This marks a significant change in ownership and operational structure for the registrant.

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Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925021579

Filing Summary: On March 6, 2025, Arcadium Lithium plc completed the acquisition by Rio Tinto BM Subsidiary Limited, becoming a wholly owned subsidiary. This acquisition was outlined in the Transaction Agreement dated October 9, 2024. The filing includes a Post-Effective Amendment to Form S-8 due to the termination of the effectiveness of two previous registration statements (333-276377 and 333-276378) that registered a total of over 73 million ordinary shares. The Registrant is deregistering any unsold or unissued securities as of the filing date.

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Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925021581

Filing Summary: On March 6, 2025, Arcadium Lithium plc completed an acquisition by Rio Tinto BM Subsidiary Limited, resulting in Arcadium becoming a wholly owned subsidiary of the Buyer. This acquisition was in accordance with the Transaction Agreement dated October 9, 2024, between Arcadium Lithium plc, Rio Tinto Western Holdings Limited, and Rio Tinto BM Subsidiary Limited. Following the acquisition, Arcadium Lithium plc filed a Post-Effective Amendment to deregister its prior Registration Statements, including Registration Statement No. 333-276377 and No. 333-276378, removing unsold or unissued securities.

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Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325003078

Filing Summary: On March 6, 2025, Arcadium Lithium plc completed an acquisition by Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited via a court-sanctioned scheme of arrangement. This acquisition converted Arcadium into a wholly-owned subsidiary of Buyer. Upon completion, every issued Company Share is exchanged for $5.85 in cash. The Company’s equity awards were also modified, with restricted stock units and stock options converted into corresponding awards of Rio Tinto plc. Additionally, the Company’s shares were suspended from trading on the New York Stock Exchange and the Australian Securities Exchange, aiming for delisting. This marked a significant change in control, alongside changes in directorship and amendments to articles of association.

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Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325002677

Filing Summary: On February 28, 2025, Arcadium Lithium plc reported that it has entered into a Transaction Agreement with Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited. This agreement outlines a scheme of arrangement under the Companies (Jersey) Law 1991, wherein all ordinary shares of Arcadium will be transferred to the Buyer in exchange for $5.85 per share. The company issued a notice letter to holders of CHESS depositary interests (CDIs) in relation to this transaction and attached the notice as Exhibit 99.1. This filing serves to disclose key developments pertaining to the acquisition and shareholders' rights concerning the forthcoming transaction with Rio Tinto.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000095010325001943

Filing Summary: On February 13, 2025, Arcadium Lithium plc, in accordance with a scheme of arrangement under the Companies (Jersey) Law 1991, reported the execution of a Transaction Agreement with Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited. This agreement involves the transfer of all ordinary shares of the company to the buyer or an affiliate in exchange for $5.85 per share. In relation to this merger event, the Company delivered a Notice of Merger Event to the Trustee and holders of Livent's 4.125% Convertible Senior Notes due 2025. This notice is part of the compliance requirements set forth by an Indenture governing these notes. The document contains forward-looking statements regarding the anticipated impact of the transaction. It includes an Exhibit (99.1) which contains the full Notice of Merger Event dated February 13, 2025.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001992

Filing Summary: Arcadium Lithium plc announced that it has received all pre-closing regulatory approvals necessary for a Transaction Agreement with Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited. According to the agreement, all ordinary shares of the company, including those represented by CHESS depositary interests, will be transferred to the buyer in exchange for $5.85 per share. A court hearing to sanction the Scheme of Arrangement is set for March 5, 2025, allowing shareholders to support or oppose the Scheme. A press release detailing these updates was issued on the same date.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000095010324018204

Filing Summary: On December 23, 2024, Arcadium Lithium plc held a special court-ordered meeting and an extraordinary general meeting to address a transaction involving the acquisition of all ordinary shares by Rio Tinto BM Subsidiary Limited. Shareholders voted on several proposals, including the scheme of arrangement to transfer shares in exchange for $5.85 per share. A total of 67.17% of shares were represented at the Scheme Meeting, with an approval of 75% or more of votes cast for the scheme proposal. The Company GM saw an approval for a golden parachute arrangement and measures necessary for implementing the scheme of arrangement. The results reveal significant shareholder support for the acquisition and associated proposals, signaling a strong consensus on the transaction’s benefits.

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