October 15, 2024 | Industrials | North America | Active
On 9-Oct-24, Anglo-Australian miner Rio Tinto (“Rio”) entered into a definitive agreement to acquire Jersey-incorporated lithium producer Arcadium Lithium (“Arcadium”) for $6.7bn. Rio is offering $5.85 per Arcadium share, representing a 90% premium to the target’s undisturbed price on 4-Oct-24, before Reuters reported on takeover discussions. On 7-Oct-24, Rio confirmed the media report, stating that it had approached Arcadium regarding a potential acquisition, though it did not disclose any specific terms at the time. The deal has been unanimously approved by both companies’ boards and is structured as a Jersey scheme of arrangement, subject to approval by target shareholders (75% of votes cast at the scheme meeting), the Royal Court of Jersey, and regulatory approvals, including CFIUS and SAMR. Certain regulatory approvals are also needed from antitrust authorities in the UK, the US, China, Australia, Canada, Japan and South Korea, and foreign investment clearances are required from the UK, the US, Australia, Canada, Italy and Ireland. The scheme document will be filed within 20 business days, by 6-Nov-24. The transaction agreement includes customary clauses on representations, warranties, covenants, and a MAC, with carve-outs for events like war and pandemics. Arcadium is bound by a ‘non-solicitation’ clause, with fiduciary out exemptions. The termination fee is set at $200m, and there is no RTF. Clauses on “reasonable best efforts” are mostly standard, with both parties committing to “take all actions and do all things necessary,” including “litigating, defending, or otherwise contesting any lawsuits.” However, a burdensome clause prevents the companies from agreeing to “any restriction that would reasonably be expected to have a material adverse impact on [Rio Tinto] or the benefits or synergies that Rio Tinto expects to realise.” Expected completion of mid-2025 is against a long-stop date of 9-Oct-25, which can be extended twice by three months if ...
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