The completion of the Transaction contemplated by the Transaction Agreement is subject to a number of conditions and the Transaction Agreement may be terminated in accordance with its terms. As a result, the timing surrounding the closing of the Transaction is uncertain and there is a risk that the Transaction may not be completed.
The completion of the Transaction is subject to risks and uncertainties surrounding conditions that may be imposed by regulatory or governmental entities which may reduce the anticipated benefits of the Transaction or could prevent the closing of the Transaction entirely.
The termination of the Transaction Agreement could negatively impact us and, in certain circumstances, could require us to pay a termination fee to Allkem.
The pendency of the Transaction could adversely affect our and Allkem’s respective businesses, results of operations, and financial condition.
While the Transaction Agreement is in effect, Livent and Allkem are subject to restrictions on their conduct and business activities, which could adversely affect both companies’ businesses, financial results, financial condition or share prices.
The Transaction Agreement contains restrictions on our ability to pursue alternatives to the Transaction, which may limit the value that our stockholders could receive from a transaction.
NewCo, Livent and Allkem may be targets of shareholder class actions or derivative actions, which could result in substantial costs and may delay or prevent the Transaction from being completed.
•Revenue of $211.4 million for the three months ended September 30, 2023 decreased $20.2 million, or approximately 9%, compared to $231.6 million for the three months ended September 30, 2022, due to lower lithium carbonate pricing and lower butyllithium pricing and volumes, partially offset by an increase in lithium carbonate volumes and higher lithium hydroxide pricing.
•Net income of $87.4 million for the three months ended September 30, 2023 compared to net income of $77.6 million for the three months ended September 30, 2022 was due to a $10 million gain from our sale of Argentina Sovereign U.S. dollar-denominated bonds and lower income tax expense, partially offset by a decrease in gross margin of $2.9 million, higher Restructuring and other charges including those related to the Transaction of $13.6 million and $3.2 million higher Equity in net loss of unconsolidated affiliate.
•Adjusted EBITDA of $119.7 million for the three months ended September 30, 2023 increased $8.9 million, compared to $110.8 million for the three months ended September 30, 2022, primarily due to a favorable mix of raw materials costs of $18.8 million, increased lithium carbonate volumes of $10.3 million and lower selling, general and administrative expenses of $1.8 million, partially offset by lower pricing of $5.1 million and decreased butyllithium volumes of $16.9 million.
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