8-K
filed March 6, 2025, 6:59 PM ET
CIK 0001977303
M&A
confidence high
sentiment neutral
materiality 1.00
Arcadium Lithium plc: M&A transaction — Rio Tinto completes acquisition of Arcadium Lithium for $5.85/share; shares to be delisted
Arcadium Lithium plc
- Acquisition closed on March 6, 2025; shareholders receive $5.85 per share in cash.
- ALTM shares to be delisted from NYSE; CDIs from ASX; Form 25 filed March 6, 2025.
- Convertible notes (4.125% due 2025) conversion obligation becomes cash-based; $1,624.81 per $1,000 principal during make-whole period.
- All directors (Paul Graves, Peter Coleman, et al.) resigned; Jennifer Pekman and Brendan Molloy appointed.
- CFO Gilberto Antoniazzi and General Counsel Sara Ponessa leaving after transition.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brendan Molloy was appointed as Director at Arcadium Lithium plc.
- Action
- appointed
- Role
- Director
Exact text from the filing
On March 6, 2025, shortly after the Effective Time, Jennifer Pekman and Brendan Molloy were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Florencia Heredia departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Turner departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leanne Heywood departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Fitzpatrick departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Pallash departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Merkt departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Coleman departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Barry departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer Pekman was appointed as Director at Arcadium Lithium plc.
- Action
- appointed
- Role
- Director
Exact text from the filing
On March 6, 2025, shortly after the Effective Time, Jennifer Pekman and Brendan Molloy were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Fernando Oris de Roa departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Graves departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christina Lampe-Önnerud departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gilberto Antoniazzi departed as Vice President, Chief Financial Officer and Treasurer at Arcadium Lithium plc.
- Action
- will be leaving
- Role
- Vice President, Chief Financial Officer and Treasurer
Exact text from the filing
On March 5, 2025, the Company made an internal announcement that Gilberto Antoniazzi, Vice President, Chief Financial Officer and Treasurer, will be leaving the Company after helping with the transition related to the Transaction, and that Sara Ponessa, Vice President, General Counsel and Secretary, will also be leaving the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sara Ponessa departed as Vice President, General Counsel and Secretary at Arcadium Lithium plc.
- Action
- will be leaving
- Role
- Vice President, General Counsel and Secretary
Exact text from the filing
On March 5, 2025, the Company made an internal announcement that Gilberto Antoniazzi, Vice President, Chief Financial Officer and Treasurer, will be leaving the Company after helping with the transition related to the Transaction, and that Sara Ponessa, Vice President, General Counsel and Secretary, will also be leaving the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pablo Marcet departed as Director at Arcadium Lithium plc.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Arcadium Lithium plc: Articles of association amended and restated to approve validity of unanimous written consent by all members in lieu of a general meeting (effective 2025-03-06).
- Change
- charter amendment
- Effective
- 2025-03-06
Exact text from the filing
On March 6, 2025, shortly after the Effective Time, the articles of association of the Company were amended and restated to approve the validity of a unanimous written consent by all members in lieu of a general meeting of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Arcadium Lithium plc underwent a change of control involving Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited for $5.85 per Company Share (closed 2025-03-06).
- Action
- change of control
- Counterparty
- Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited
- Consideration
- $5.85 per Company Share
- Closing
- 2025-03-06
Exact text from the filing
composed entirely of cash, and, as a result, the Conversion Obligation (as defined in the Indenture) has been calculated based on an amount in cash, without interest, equal to $5.85 (the “ Per Share Consideration ”) per Company Share (as defined below), which is, from, and including, March 6, 2025, the effective date of the Transaction, up to, and ending at
View on SEC.gov
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