Orocobre Limited (ASX:ORE) entered into a binding Merger Implementation Deed to acquire Galaxy Resources Limited (ASX:GXY) for AUD 1.8 billion in a merger of equals transaction on April 19, 2021. Under the deed, Orocobre and Galaxy Resources will merge via a Galaxy Scheme of Arrangement pursuant to which Orocobre will acquire 100% of the shares in Galaxy. Under the Scheme, Galaxy shareholders will receive 0.569 Orocobre shares for each Galaxy share held at the Scheme record date. Upon implementation of the Scheme, Orocobre shareholders will own 54.2% of the fully diluted share capital of the combined entity and Galaxy shareholders will own the remaining 45.8%. A new name for the merged entity will be selected in due course representing the global reach of the new entity. The agreement may be terminated under certain circumstances pursuant to which Galaxy will be required to pay Orocobre a break-fee of AUD 18.6 million and Orocobre will be required to pay Galaxy a break-fee of AUD 18.6 million.

As part of the proposed Scheme, Galaxy Chairman Martin Rowley would become Non-Executive Chairman, Orocobre Chairman Robert Hubbard would become Deputy Chairman, and Martín Pérez de Solay would remain Chief Executive Officer and Managing Director of the group, with a highly experienced and complementary Board and management team drawn from the combined group. Simon Hay will would become President of International Business reporting to the Chief Executive Officer. On implementation of the Scheme, the expanded Board will consist of nine members comprised of four Independent Directors from Orocobre (including Hubbard), four Independent Directors from Galaxy (including Rowley), and the Chief Executive Officer Pérez de Solay. It is agreed that both Rowley and Hubbard will retire from their roles within 12 months of implementation. They will lead a process to ensure that the longer-term Board composition is ideally placed to lead the merged entity going forward. The merged entity will have its head office in Buenos Aires, Argentina, a corporate headquarters on the Australian East Coast and an office in Perth.

The implementation of the Scheme is subject to Galaxy shareholder approval in a meeting to be held in late July 2021; regulatory approvals; approval by the Supreme Court of Western Australia; ASX has not indicated to Orocobre that it will not grant permission for the official quotation of the Consideration Shares on ASX; an office copy of the Court order approving the Scheme under section 411(4)(b) of the Corporations Act is lodged with ASIC; the Independent Expert concluding that the Scheme is in the best interests of Galaxy shareholders and not changing, withdrawing or qualifying that conclusion; no material adverse effect or prescribed event; BNP Paribas has given its consent to the change in control of Galaxy and the delisting of Galaxy from ASX that will occur on Implementation as not being "review events" for the purposes of the BNP Facility and other conditions customary for a transaction of this nature. The issuance of shares by Orocobre pursuant to the Scheme is subject to acceptance by the TSX. The scheme is unanimously recommended by the Board of Galaxy to Galaxy shareholders and each Galaxy Director intends to vote all the shares that they hold in Galaxy in favour of the Scheme. The Scheme is endorsed and supported by the Board of Orocobre, subject to no proposal for Orocobre emerging. The Scheme is expected to be implemented in mid-August 2021. The scheme booklet was dispatched to Galaxy Shareholders on July 7, 2021 Galaxy Shareholders will vote on the proposed scheme at a meeting to be held on August 6, 2021. The scheme is expected to be implemented by August 16, 2021. As of August 6, 2021, Galaxy Resources Limited is pleased to announce that the requisite majorities of its shareholders approved the transaction. Galaxy will now seek approval of the Scheme by the Supreme Court of Western Australia (Court) at a hearing scheduled on August 13, 2021 (Second Court Hearing). Implementation of the Scheme is expected to occur on August 25, 2021, subject to the satisfaction or waiver of the remaining conditions precedent to the Scheme (including approval by the Court at the Second Court Hearing). The transaction was approved by the Supreme Court of Western Australia on August 13, 2021. Galaxy expects to lodge an office copy of the Court's orders with the Australian Securities and Investments Commission on August 16, 2021, at which time the Scheme will become legally effective. If this occurs, Galaxy expects that Galaxy Shares will be suspended from trading on ASX at close of trading on Monday, August 16, 2021. New Orocobre Shares will commence trading on ASX on a deferred settlement basis on August 17, 2021. Scheme Record Date is expected to occur on August 18, 2021. New Orocobre Shares will commence trading on ASX on a normal settlement basis on August 26, 2021.

UBS AG, Australia Branch acted as financial advisor while Brett Heading of Jones Day acted as legal advisor to Orocobre. Standard Chartered Bank acted as financial advisor while Ashurst acted as legal advisor to Galaxy. Computershare Investor Services Pty Ltd acted as registrar while PricewaterhouseCoopers acted as accountant for Galaxy. Deloitte Corporate Finance Pty Limited acted as independent expert to Galaxy and concluded that the scheme is fair and reasonable and in the best interests of Galaxy shareholders, in the absence of a superior proposal for Galaxy.