Liontown board intends to recommend revised
proposal to its shareholders, subject to entry into a binding
agreement and other terms and conditions
CHARLOTTE, N.C., Sept. 3,
2023 /PRNewswire/ -- Albemarle Corporation (NYSE:
ALB), a global leader in providing essential elements for mobility,
energy, connectivity and health, today confirmed that it will be
working toward the execution of a binding agreement to acquire
Liontown Resources Limited ("Liontown").
Albemarle notes the
announcement to the ASX by Liontown today and confirms that it
submitted a best and final non-binding proposal, in the absence of
a superior proposal, to acquire all outstanding shares of Liontown
by way of scheme of arrangement for A$3.001 cash per share ("Revised
Proposal"). The Revised Proposal values Liontown at A$6.6 billion or US$4.32 billion on an equity value
basis.
The Revised Proposal is subject to several conditions,
including:
- Satisfactory completion of confirmatory due
diligence by Albemarle;
- Entry into a binding scheme implementation deed (SID) that will
be subject to closing conditions, including obtaining Australian
regulatory approvals and Liontown shareholder approval;
and
- Final Albemarle board approval to enter into the proposed
transaction on a binding basis.
The Revised Proposal delivers an immediate premium
for Liontown investors and is expected to drive significant
value creation for Albemarle
shareholders. The transaction is consistent with Albemarle's long-term growth and stated
M&A strategy, as well as its disciplined approach to capital
allocation and risk-adjusted value accretion. The Revised Proposal
was unanimously approved by Albemarle's Board of Directors.
Pending successful due diligence and negotiation of a binding
SID, the proposed acquisition of Liontown would:
- Enhance the scale of Albemarle's
industry-leading Energy Storage business and build on Albemarle's world-class resource base
- Expand Albemarle's strong position in Australia, where the Company has significant
expertise, including world-class spodumene resources and lithium
conversion facilities at Greenbushes and Wodgina and Kemerton,
respectively
- Increase opportunity to meet rapidly growing lithium demand
driven by electric vehicles and other end markets
- Allow Albemarle to maintain a strong balance sheet with
expected net leverage of approximately 1.2x3
The Liontown Board has confirmed to Albemarle that, subject to entry into a
mutually acceptable non-disclosure and exclusivity agreement, it
intends to grant Albemarle an
opportunity to conduct a limited period of exclusive due diligence,
subject to customary fiduciary exceptions, to enable it to put
forward a binding proposal. Should Albemarle make a binding proposal at
$3.00 per share, the Liontown Board
intends to unanimously recommend that Liontown shareholders vote in
favor of the Revised Proposal, in the absence of a superior
proposal, and subject to the parties entering into a mutually
acceptable binding SID, the completion of Albemarle's due diligence to Albemarle's satisfaction, and an independent
expert concluding (and continuing to conclude) that the Revised
Proposal is in the best interests of Liontown shareholders.
Albemarle and Liontown will
enter into a mutually acceptable non-disclosure and exclusivity
agreement granting Albemarle with
an exclusivity period to undertake confirmatory due diligence and
negotiate a binding SID.
The Revised Proposal is non-binding and there is no certainty
that any transaction will be agreed to or will proceed.
Albemarle's capital allocation
priorities remain investing in high-return organic and inorganic
growth, maintaining its financial flexibility and investment grade
credit rating, and funding its dividends.
With relation to the transaction, Albemarle has engaged J.P. Morgan as lead
financial advisor, with Barrenjoey also serving as financial
advisor. Corrs Chambers Westgarth and Shearman & Sterling
LLP are serving as legal advisors.
Webcast
The company will hold a webcast to discuss the Revised Proposal
on Tuesday, September 5 from
7:00 to 7:30 a.m. EDT. The webcast
will be accessible at the time of the event through the Events and
Presentations page on Albemarle's
website at http://investors.albemarle.com. A webcast replay will be
posted to the company's website immediately following the
conclusion of the event.
A copy of the presentation will be posted to the company's
Investor Relations section of its website at
http://investors.albemarle.com.
About Albemarle
Albemarle Corporation (NYSE: ALB) is a global leader in
transforming essential resources into critical ingredients for
mobility, energy, connectivity, and health. Together with our
world-class lithium and bromine resources, technical and process
knowledge, and safety and sustainability performance, we partner
with our customers to pioneer new ways to move, power, connect, and
protect. We are committed to building a more resilient world where
people and planet thrive. Learn more about Albemarle at www.albemarle.com and at
@albemarlecorp on LinkedIn, Twitter, and Facebook.
Albemarle regularly posts
information to its website, including notification of events, news,
financial performance, investor presentations and webcasts,
non-GAAP reconciliations, SEC filings and other information
regarding the company, its businesses, and the markets it serves.
Albemarle Corporation (NYSE: ALB) is a global leader in
transforming essential resources such as lithium and bromine into
critical ingredients for mobility, energy, connectivity, and
health. Together with our world-class resources, technical and
process knowledge, and safety and sustainability performance, we
partner with our customers to pioneer new ways to move, power,
connect, and protect. We are committed to building a more resilient
world where people and planet thrive. Learn more about Albemarle at www.albemarle.com and at
@albemarlecorp on LinkedIn, Twitter, and Facebook.
Forward-Looking Statements
This press release contains statements concerning our
expectations, anticipations, and beliefs regarding the future,
which constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements, which are based on assumptions that we
have made as of the date hereof and are subject to known and
unknown risks and uncertainties, often contain words such as
"anticipate," "believe," "estimate," "expect," "guidance,"
"intend," "may," "outlook," "should," "would," and "will".
Forward-looking statements may include statements regarding
expected: outcomes of discussions between Albemarle and Liontown with respect to the
proposed transaction, terms of the proposed transaction, benefits
to Albemarle from the proposed
transaction, and all other information relating to matters that are
not historical facts. Factors that could cause Albemarle's actual results to differ
materially from the outlook expressed or implied in any
forward-looking statement include: Albemarle and Liontown not agreeing to pursue
the transaction on the currently proposed terms or at all, risks
associated with Albemarle's and
Liontown's ability to obtain required approvals of the proposed
transaction, the outcome of due diligence and satisfaction of other
customary closing conditions, the possibility that costs or
difficulties related to the integration of Liontown's operations
will be greater than expected, the outcome of any legal proceedings
that may be instituted against Albemarle or Liontown related to the proposed
transaction, and the other factors detailed in the reports
Albemarle files with the SEC,
including those described under "Risk Factors" in Albemarle's Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, which are available on the investor
section of Albemarle's website
(investors.albemarle.com) and on the SEC's website (www.sec.gov).
These forward-looking statements speak only as of the date of this
press release. Albemarle assumes
no obligation to provide any revisions to any forward-looking
statements should circumstances change, except as otherwise
required by securities and other applicable laws.
1 Equivalent to US$1.94
cash per share based on an AUD/USD exchange rate of 0.6456 as
at September 1, 2023
2 Based on an AUD/USD exchange rate of 0.6456 as at
September 1, 2023
3 Based on Albemarle's
balance sheet and trailing-twelve month adjusted EBITDA as of
June 30, 2023
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SOURCE Albemarle Corporation