Board of Directors Approves Share Consolidation
on an 8-for-1 Ratio
Board of Directors Announces Jacqueline Dedo as
Li-Cycle’s Independent Board Chair
Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the
“Company”), a leading global lithium-ion battery resource recovery
company, today announced updates from the Company’s Annual General
and Special Meeting of Shareholders held on May 23, 2024 (the
“AGM”).
Voting results of items of business at the AGM included the
election of each of the Li-Cycle director nominees; the approval of
the share consolidation resolution, described further below; the
approval of the compensation of the Company’s named executive
officers on an advisory basis; the approval of a one-year frequency
period for future advisory votes on the compensation of the
Company’s named executive officers on an advisory basis; and the
approval of the adjournment of the AGM to permit Li-Cycle to
complete the search for a successor independent auditor firm.
Share Consolidation Update
Following approval by the Company’s shareholders and its Board
of Directors (“Board”), the Company will effect a consolidation of
the Company’s common shares (the “Shares”) at a ratio of 8
pre-consolidation Shares for 1 post-consolidation Share (the “Share
Consolidation”).
The Share Consolidation is expected to be effective before the
markets open on June 4, 2024. Beginning on June 4, 2024, Li-Cycle’s
Shares are expected to begin trading on a post-consolidation basis
on the New York Stock Exchange (“NYSE”) under the same symbol,
“LICY,” but under a new CUSIP number: 50202P204.
The Share Consolidation is being implemented as a way to
potentially increase the trading price of Shares so as to regain
compliance with the closing share price criteria set forth in Rule
802.01C of the NYSE Manual.
Under the terms of the Share Consolidation, every eight Shares
will be automatically consolidated into one Share. The Share
Consolidation will not change the authorized number of Shares.
Shareholders will not receive any fractional Shares as a result
of the Share Consolidation. In the event that a shareholder becomes
entitled to a fractional Share as a result of the Share
Consolidation, such fractional Share will be deemed to have been
tendered by the shareholder immediately following the Share
Consolidation to the Company for cancellation for no
consideration.
As a result of the Share Consolidation, the exercise or
conversion price and the number of Shares issuable under any of the
Company’s outstanding securities that are exercisable or
convertible into Shares, including under equity awards, warrants,
rights, convertible notes and other similar securities will be
proportionally adjusted in accordance with the terms of such
securities.
Continental Stock Transfer and Trust Company (“Continental”),
the Company's transfer agent, will act as the exchange agent for
the Share Consolidation. Shares held by shareholders in ‘street
name’ will have their accounts automatically credited by their
brokerage firm, bank or other nominee, as will any shareholders who
held their Shares in book-entry form at Continental.
Independent Board Chair Update
The Company would also like to announce the appointment of
Jacqueline (Jacqui) Dedo as Li-Cycle’s independent Board Chair,
effective immediately. Ms. Dedo succeeds Tim Johnston, Li-Cycle’s
previous interim non-executive Board Chair. As part of this
transition, Mr. Johnston is also stepping down from the Li-Cycle
Board, effective May 31, 2024, to pursue other business
opportunities. Ms. Dedo will continue to serve as the Chair of the
Board’s Special Committee.
“Having served on our Board for almost two years, Jacqui has a
deep understanding of Li-Cycle and the opportunities ahead for our
technology and business,” said Ajay Kochhar, CEO and co-founder of
Li-Cycle. “I look forward to Jacqui’s enhanced contributions,
continued guidance and leadership as our new independent Chair of
the Board as we advance our comprehensive review and go-forward
strategy for the Rochester Hub. Her strategic advice and counsel
will be an invaluable differentiator as we continue to respond to a
rapidly growing market and new opportunities for Li-Cycle.”
“I want to extend my gratitude to Tim for his leadership and
vision as Chair of the Board and for helping us create a strong
foundation upon which we can build,” continued Mr. Kochhar. “It was
a privilege partnering with Tim to found Li-Cycle in 2016; his
significant contributions have been a critical enabler of the
development of our technology and the development of our
Company.”
“I believe that the underlying opportunities for Li-Cycle’s
business model and its patented and innovative Spoke & Hub
Technologies™ continue to be robust and position the Company
favorably in the global battery recycling market. I am excited to
take on this leadership position as the Company navigates this
transitionary period and seeks to execute on its next phase of
growth,” said Jacqui Dedo, Li-Cycle’s new Independent Board
Chair.
Ms. Dedo has more than 40 years of experience across a variety
of functions and verticals in the automotive industry, with a focus
on strategy development and creating customer value. She is the
co-founder of Aware Mobility, LLC. She previously served as
President of the Piston Group and Chief Strategy and Supply Chain
Officer for Dana Holding Corp. (NYSE: DAN). Ms. Dedo has also
previously held various leadership positions at The Timken Company
(NYSE: TKR), Motorola (NYSE:MSI), and Robert Bosch Corporation. Ms.
Dedo currently serves on the board of directors of Cadillac
Products Automotive Company, a private, internationally-recognized
leader in the plastics converting industry; Workhorse Group Inc.
(Nasdaq: WKHS), an American technology company focused on
pioneering the transition to zero-emission commercial vehicles;
Carbon Revolution plc (Nasdaq: CREV), a leading global manufacturer
of lightweight advanced technology carbon fiber wheels; and Ballard
Power Systems (Nasdaq: BLDP), a leading global provider of
innovative clean energy fuel cell solutions. Ms. Dedo earned her
Bachelor of Science degree in electrical engineering from Kettering
University in Flint, Michigan. She has been involved in numerous
charitable organizations and has been honored on multiple occasions
by Automotive News as one of the ‘Top 100 Leading Women in the
Automotive Industry.’
With the appointment of Ms. Dedo as Independent Chair, the Board
has also made changes to the leadership of certain of the Company’s
Board Committees, effective immediately: Susan Alban has been
appointed Chair of the Compensation Committee, replacing Jacqui
Dedo; and Diane Pearse has been appointed Chair of the Nominating
and Governance Committee, replacing Mark Wellings. Scott Prochazka
will continue to serve as Chair of the Audit Committee and Anthony
Tse will continue to serve as Chair of the Health, Safety,
Environment & Sustainability Committee.
Independent Auditor Update
Li-Cycle has been engaged in ongoing efforts to secure a new
independent auditor. After careful consideration of the offers and
thorough evaluation of the capabilities and fit of the respective
firms, the Company is now in the final stages of its selection
process and expects to be able to announce its chosen independent
auditor candidate in the coming weeks.
About Li-Cycle Holdings Corp.
Li-Cycle (NYSE: LICY) is a leading global lithium-ion battery
resource recovery company. Established in 2016, and with major
customers and partners around the world, Li-Cycle’s mission is to
recover critical battery-grade materials to create a domestic
closed-loop battery supply chain for a clean energy future. The
Company leverages its innovative, sustainable and patent-protected
Spoke & Hub Technologies™ to recycle all different types of
lithium-ion batteries. At our Spokes, or pre-processing facilities,
we recycle battery manufacturing scrap and end-of-life batteries to
produce black mass, a powder-like substance which contains a number
of valuable metals, including lithium, nickel and cobalt. At our
future Hubs, or post-processing facilities, we plan to process
black mass to produce critical battery-grade materials, including
lithium carbonate, for the lithium-ion battery supply chain. For
more information, visit https://li-cycle.com/.
Forward-Looking Statements
Certain statements contained in this press release may be
considered “forward-looking statements” within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995, Section 27A
of the U.S. Securities Act of 1933, as amended, Section 21 of the
U.S. Securities Exchange Act of 1934, as amended, and applicable
Canadian securities laws. Forward-looking statements may generally
be identified by the use of words such as “believe”, “may”, “will”,
“continue”, “anticipate”, “intend”, “expect”, “should”, “would”,
“could”, “plan”, “potential”, “future”, “target” or other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters, although not all
forward-looking statements contain such identifying words.
Forward-looking statements in this press release include but are
not limited to statements about: completion of the Share
Consolidation and the expected effective date of the Share
Consolidation; the expected commencement of trading of Li-Cycle’s
Shares on a post-consolidation basis on the NYSE; the intended
effects of the Share Consolidation, including an increase in the
market price of the Shares and compliance with the NYSE’s continued
listing standards; Continental’s role in the Share Consolidation as
the Company’s transfer agent; the expected departure of Mr. Tim
Johnston from Li-Cycle Board; the expected contributions of the new
independent Chair of the Board; the underlying opportunities for
Li-Cycle’s business model and technologies; the position of
Li-Cycle in the global battery recycling market; and the
expectations regarding the independent auditor search. These
statements are based on various assumptions, whether or not
identified in this communication, including but not limited to
assumptions regarding the timing, scope and cost of Li-Cycle’s
projects; Li-Cycle’s ability to execute on its growth and other
strategic plans; the processing capacity and production of
Li-Cycle’s facilities; Li-Cycle’s ability to source feedstock and
manage supply chain risk; Li-Cycle’s ability to increase recycling
capacity and efficiency; Li-Cycle’s ability to obtain financing on
acceptable terms; Li-Cycle’s ability to retain and hire key
personnel and maintain relationships with customers, suppliers and
other business partners; general economic conditions; currency
exchange and interest rates; compensation costs; and inflation.
There can be no assurance that such estimates or assumptions will
prove to be correct and, as a result, actual results or events may
differ materially from expectations expressed in or implied by the
forward-looking statements.
These forward-looking statements are provided for the purpose of
assisting readers in understanding certain key elements of
Li-Cycle’s current objectives, goals, targets, strategic
priorities, expectations and plans, and in obtaining a better
understanding of Li-Cycle’s business and anticipated operating
environment. Readers are cautioned that such information may not be
appropriate for other purposes and is not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability.
Forward-looking statements involve inherent risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the control of Li-Cycle, and are not guarantees of
future performance. Li-Cycle believes that these risks and
uncertainties include, but are not limited to, the following:
Li-Cycle’s inability to economically and efficiently source,
recover and recycle lithium-ion batteries and lithium-ion battery
manufacturing scrap, as well as third party black mass, and to meet
the market demand for an environmentally sound, closed-loop
solution for manufacturing waste and end-of-life lithium-ion
batteries; Li-Cycle’s inability to successfully implement its
global growth strategy, on a timely basis or at all; Li-Cycle’s
inability to manage future global growth effectively; Li-Cycle’s
inability to develop the Rochester Hub as anticipated or at all,
and other future projects including its Spoke network expansion
projects in a timely manner or on budget or that those projects
will not meet expectations with respect to their productivity or
the specifications of their end products; Li-Cycle’s history of
losses and expected significant expenses for the foreseeable future
as well as additional funds required to meet Li-Cycle’s liquidity
needs and capital requirements in the future not being available to
Li-Cycle on acceptable terms or at all when it needs them; risk and
uncertainties related to Li-Cycle’s ability to continue as a going
concern; uncertainty related to the success of Li-Cycle’s cash
preservation plan and related past and further workforce
reductions; Li-Cycle’s inability to attract, train and retain top
talent who possess specialized knowledge and technical skills;
Li-Cycle’s failure to oversee and supervise strategic review of all
or any of the Li-Cycle’s operations and capital project and obtain
financing and other strategic alternatives; Li-Cycle’s inability to
service its debt and the restrictive nature of the terms of its
debt; Li-Cycle’s potential engagement in strategic transactions,
including acquisitions, that could disrupt its business, cause
dilution to its shareholders, reduce its financial resources,
result in incurrence of debt, or prove not to be successful; one or
more of Li-Cycle’s current or future facilities becoming
inoperative, capacity constrained or disrupted, or lacking
sufficient feed streams to remain in operation; the potential
impact of the pause in construction of the Rochester Hub on the
authorizations and permits granted to Li-Cycle for the operation of
the Rochester Hub and the Spokes on pause; the risk that the New
York state and municipal authorities determine that the permits
granted to Li-Cycle for the production of metal sulphates at the
Rochester Hub will be impacted by the change to MHP and the
reduction in scope for the project; Li-Cycle’s failure to
materially increase recycling capacity and efficiency; Li-Cycle
expects to continue to incur significant expenses and may not
achieve or sustain profitability; problems with the handling of
lithium-ion battery cells that result in less usage of lithium-ion
batteries or affect Li-Cycle’s operations; Li-Cycle’s inability to
maintain and increase feedstock supply commitments as well as
secure new customers and off-take agreements; a decline in the
adoption rate of EVs, or a decline in the support by governments
for “green” energy technologies; decreases in benchmark prices for
the metals contained in Li-Cycle’s products; changes in the volume
or composition of feedstock materials processed at Li-Cycle’s
facilities; the development of an alternative chemical make-up of
lithium-ion batteries or battery alternatives; Li-Cycle’s expected
revenues for the Rochester Hub are expected to be derived
significantly from a limited number of customers; uncertainty
regarding the sublease agreement with Pike Conductor Dev 1, LLC
related to the construction, financing and leasing of a warehouse
and administrative building for the Rochester Hub; Li-Cycle’s
insurance may not cover all liabilities and damages; Li-Cycle’s
heavy reliance on the experience and expertise of its management;
Li-Cycle’s reliance on third-party consultants for its regulatory
compliance; Li-Cycle’s inability to complete its recycling
processes as quickly as customers may require; Li-Cycle’s inability
to compete successfully; increases in income tax rates, changes in
income tax laws or disagreements with tax authorities; significant
variance in Li-Cycle’s operating and financial results from period
to period due to fluctuations in its operating costs and other
factors; fluctuations in foreign currency exchange rates which
could result in declines in reported sales and net earnings;
unfavorable economic conditions, such as consequences of the global
COVID-19 pandemic; natural disasters, unusually adverse weather,
epidemic or pandemic outbreaks, cyber incidents, boycotts and
geo-political events; failure to protect or enforce Li-Cycle’s
intellectual property; Li-Cycle may be subject to intellectual
property rights claims by third parties; Li-Cycle may be subject to
cybersecurity attacks, including, but not limited to, ransomware;
Li-Cycle’s failure to effectively remediate the material weaknesses
in its internal control over financial reporting that it has
identified or its failure to develop and maintain a proper and
effective internal control over financial reporting; the potential
for Li-Cycle’s directors and officers who hold Company common
shares to have interests that may differ from, or be in conflict
with, the interests of other shareholders; and risks related to
adoption of Li-Cycle’s shareholder rights plan and amendment to the
shareholder rights plan and the volatility of the price of
Li-Cycle’s common shares. These and other risks and uncertainties
related to Li-Cycle’s business are described in greater detail in
the sections titled “Item 1A. Risk Factors” and “Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operation—Key Factors Affecting Li-Cycle’s Performance”
in its Annual Report on Form 10-K and the sections titled “Part II.
Other Information—Item 1A. Risk Factors” and “Part I. Financial
Information—Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operation—Key Factors Affecting
Li-Cycle’s Performance” in its Quarterly Reports on Form 10-Q, in
each case filed with the U.S. Securities and Exchange Commission
and the Ontario Securities Commission in Canada. Because of these
risks, uncertainties and assumptions, readers should not place
undue reliance on these forward-looking statements. Actual results
could differ materially from those contained in any forward-looking
statement.
Li-Cycle assumes no obligation to update or revise any
forward-looking statements, except as required by applicable laws.
These forward-looking statements should not be relied upon as
representing Li-Cycle’s assessments as of any date subsequent to
the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20240524141365/en/
Investor Relations & Media Louie Diaz Sheldon D'souza
Investor Relations: investors@li-cycle.com Media:
media@li-cycle.com
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