Tender Offers for Arcadium Lithium plc

Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095010324017772

Comments: Arcadium Lithium plc filed a definitive additional materials document related to its recent transaction with Rio Tinto Western Holdings Limited. The filing details a transaction agreement wherein Rio Tinto's Buyer will acquire all shares of Arcadium for $5.85 per share. There have been legal challenges including three complaints filed in the Supreme Court of New York by purported shareholders alleging negligent misrepresentation and other issues related to the transaction. In light of these developments, Arcadium is making supplemental disclosures to address these claims while asserting the validity of their disclosures. The meetings regarding the transaction are scheduled for December 23, 2024. The board of directors has formed a committee to handle the transaction, ensuring all independent members are involved in decision-making without conflicts of interest. Notably, third-party financial advisors Gordon Dyal & Co. and UBS were utilized for fair valuation assessments, indicating a per share reference range that supports the offer.

Document Link: View Document

Additional details:

Tender Offer Price: 5.85 USD

Transaction Legal Issues: Three complaints filed in New York

Scheduled Meetings: December 23, 2024

Transaction Committee Formed: Yes

Financial Advisor Fees: Approximately 35 million USD