PHILADELPHIA and PERTH, Australia, Nov. 8, 2024 /PRNewswire/ -- Arcadium Lithium plc (NYSE: ALTM, ASX: LTM, "Arcadium Lithium" or the "Company") today reported results for the third quarter of 2024.

As a result of its pending acquisition by Rio Tinto, announced on October 9, 2024 (the "Transaction"), and as is customary during such transactions, Arcadium Lithium will not hold an earnings conference call in connection with its third quarter financial results. For the same reason, the Company has withdrawn its operating and financial guidance.

For further detail and discussion of Arcadium Lithium's results for the third quarter of 2024, please refer to Arcadium Lithium's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which was filed today with the Securities and Exchange Commission (the "SEC"). Arcadium Lithium plans to continue providing quarterly earnings releases and will continue to file reports with the SEC until the Transaction has been completed.

A preliminary proxy statement for the Transaction was filed with the SEC on November 1, 2024.

Third Quarter Highlights

Third quarter revenue was $203.1 million and reported attributable GAAP net income was $16.1 million, or 1 cent per diluted share. Adjusted EBITDA¹ was $42.9 million and adjusted earnings per diluted share² was 1 cent. The decline in Adjusted EBITDA compared to the second quarter was attributable to lower average realized prices and lower volumes, in addition to higher costs.

The Company realized average pricing of $16,200 per product metric ton for combined lithium hydroxide and carbonate volumes in the third quarter, compared to $17,200 in the second quarter. Average realized pricing declined across most lithium products due to weaker market prices and customer and product mix. However, lithium hydroxide pricing was roughly flat quarter over quarter, supported by existing long term commercial agreements.

Third quarter total volumes were 6% lower on an LCE³ basis than the second quarter, with higher spodumene volumes more than offset by lower hydroxide and carbonate volumes. This was largely a result of weaker overall demand in the quarter, as well as a slow production ramp-up of the Olaroz Stage 2 lithium carbonate expansion in Argentina.

"We continued to deliver strong average realized pricing in a challenging market in the third quarter, supported by our commercial strategy in lithium hydroxide which focuses on long term strategic customers. Our nine-month year-to-date average realized pricing of $18,000/t for combined hydroxide and carbonate demonstrates our ability to achieve higher pricing than market indices in current market conditions," said Paul Graves, president and chief executive officer of Arcadium Lithium. "We remain focused on cost and operational discipline, executing cost saving initiatives and prudently advancing our expansion projects, prioritizing Sal de Vida and Nemaska Lithium."

Acquisition by Rio Tinto

On October 9, 2024 a definitive agreement (the "Transaction Agreement") was announced under which Rio Tinto will acquire Arcadium Lithium in an all-cash transaction for US$5.85 per share. The Transaction represents a premium of 90% to Arcadium's closing price of $3.08 per share on October 4, 2024 and values Arcadium Lithium's diluted share capital at approximately $6.7 billion.⁶

Paul Graves said: "We are confident that this is a compelling cash offer that reflects a full and fair long-term value for our business and de-risks our shareholders' exposure to the execution of our development portfolio and market volatility. This agreement with Rio Tinto demonstrates the value in what we have built over many years at Arcadium Lithium and its predecessor companies, and we are excited that this transaction will give us the opportunity to accelerate and expand our strategy, for the benefit of our customers, our employees, and the communities in which we operate."

The Transaction has been unanimously approved by both the Rio Tinto and Arcadium Lithium Boards of Directors. The Transaction, which will be implemented by way of a Jersey scheme of arrangement, is expected to close in mid-2025. Key conditions to closing of the Transaction include approval of Arcadium Lithium shareholders and the Royal Court of Jersey. In addition, the Transaction is subject to receipt of customary regulatory approvals and other closing conditions. However, Arcadium Lithium cannot assure completion of the Transaction by any particular date, if at all or that, if completed, it will be completed on the terms set forth in the Transaction Agreement.

Arcadium Lithium shareholders do not need to take any action at the present time. A majority in number of those Arcadium Lithium shareholders present and voting, and representing at least 75% of the voting rights of all shares voted, will be required to complete the Transaction.

Full details of the terms and conditions of the Transaction are set out in the Transaction Agreement, which may be obtained, free of charge, on the SEC's website (http://www.sec.gov).

Arcadium Lithium Contacts

Investors:

Daniel Rosen +1 215 299 6208

daniel.rosen@arcadiumlithium.com

Phoebe Lee +61 413 557 780

phoebe.lee@arcadiumlithium.com

Media:

Karen Vizental +54 9 114 414 4702

karen.vizental@arcadiumlithium.com

Supplemental Information

In this press release, Arcadium Lithium uses the financial measures Adjusted EBITDA and Diluted adjusted after-tax earnings per share. These terms are not calculated in accordance with generally accepted accounting principles (GAAP). Definitions of these terms, as well as a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP, are provided on our website: ir.arcadiumlithium.com and elsewhere in this press release or the financial tables that accompany this press release.

About Arcadium Lithium

Arcadium Lithium is a leading global lithium chemicals producer committed to safely and responsibly harnessing the power of lithium to improve people's lives and accelerate the transition to a clean energy future. We collaborate with our customers to drive innovation and power a more sustainable world in which lithium enables exciting possibilities for renewable energy, electric transportation and modern life. Arcadium Lithium is vertically integrated, with industry-leading capabilities across lithium extraction processes, including hard-rock mining, conventional brine extraction and direct lithium extraction (DLE), and in lithium chemicals manufacturing for high performance applications. We have operations around the world, with facilities and projects in Argentina, Australia, Canada, China, Japan, the United Kingdom and the United States. For more information, please visit us at www.ArcadiumLithium.com.

Additional Information and Where to Find It

In connection with the Transaction, Arcadium Lithium has filed with the SEC a preliminary proxy statement on Schedule 14A. This press release is not a substitute for the proxy statement or any other document that Arcadium Lithium may file with the SEC and send to its shareholders in connection with the Transaction. Before making any voting decision, Arcadium Lithium's shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the proxy statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about Arcadium Lithium and the Transaction.

Arcadium Lithium's shareholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Arcadium Lithium, free of charge, at the SEC's website (www.sec.gov). Copies of the proxy statement and other documents filed by Arcadium Lithium with the SEC may be obtained, without charge, by contacting Arcadium Lithium through its website at https://ir.arcadiumlithium.com/.

Participants in the Solicitation

Arcadium Lithium, its directors, executive officers and other persons related to Arcadium Lithium may be deemed to be participants in the solicitation of proxies from Arcadium Lithium's shareholders in connection with the Transaction. Information about the directors and executive officers of Arcadium Lithium and their ownership of ordinary shares of Arcadium Lithium is set forth in the sections entitled "Directors, Executive Officers And Corporate Governance" and "Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters" in Arcadium Lithium's annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 and amended on April 1, 2024 and April 29, 2024, and is set forth in the sections entitled "Board of Directors" and "Security Ownership of Arcadium Lithium plc" in its proxy statement for its 2024 annual meeting of shareholders, which was filed with the SEC on June 7, 2024. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is included in the preliminary proxy statement and will be included in the proxy statement and other relevant materials to be filed with the SEC in connection with the Transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Important Information and Legal Disclaimer:

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this news release are forward-looking statements. In some cases, we have identified forward-looking statements by such words or phrases as "will likely result," "is confident that," "expect," "expects," "should," "could," "may," "will continue to," "believe," "believes," "anticipates," "predicts," "forecasts," "estimates," "projects," "potential," "intends" or similar expressions identifying "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for Arcadium Lithium based on currently available information. There are important factors that could cause Arcadium Lithium's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the completion of the Transaction on anticipated terms and timing, including obtaining required shareholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; potential litigation relating to the Transaction that could be instituted by or against Arcadium Lithium or its affiliates, directors or officers, including the effects of any outcomes related thereto; the risk that disruptions from the Transaction will harm Arcadium Lithium's business, including current plans and operations; the ability of Arcadium Lithium to retain and hire key personnel; potential adverse reactions or changes to business or governmental relationships resulting from the announcement or completion of the Transaction; certain restrictions during the pendency of the Transaction that may impact Arcadium Lithium's ability to pursue certain business opportunities or strategic transactions; significant transaction costs associated with the Transaction; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring Arcadium Lithium to pay a termination fee or other expenses; competitive responses to the Transaction; the supply and demand in the market for our products as well as pricing for lithium and high-performance lithium compounds; our ability to realize the anticipated benefits of the integration of the businesses of Livent and Allkem or of any future acquisitions; our ability to acquire or develop additional reserves that are economically viable; the existence, availability and profitability of mineral resources and mineral and ore reserves; the success of our production expansion efforts, research and development efforts and the development of our facilities; our ability to retain existing customers; the competition that we face in our business; the development and adoption of new battery technologies; additional funding or capital that may be required for our operations and expansion plans; political, financial and operational risks that our lithium extraction and production operations, particularly in Argentina, expose us to; physical and other risks that our operations and suppliers are subject to; our ability to satisfy customer qualification processes or customer or government quality standards; global economic conditions, including inflation, fluctuations in the price of energy and certain raw materials; the ability of our joint ventures, affiliated entities and contract manufacturers to operate according to their business plans and to fulfill their obligations; severe weather events and the effects of climate change; extensive and dynamic environmental and other laws and regulations; our ability to obtain and comply with required licenses, permits and other approvals; and other factors described under the caption entitled "Risk Factors" in Arcadium Lithium's 2023 Form 10-K filed with the SEC on February 29, 2024, as well as Arcadium Lithium's other SEC filings and public communications. Although Arcadium Lithium believes the expectations reflected in the forward-looking statements are reasonable, Arcadium Lithium cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Arcadium Lithium nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Arcadium Lithium is under no duty to update any of these forward-looking statements after the date of this news release to conform its prior statements to actual results or revised expectations.