You or someone in your family may have purchased or acquired Livent’s publicly traded common stock pursuant and/or traceable to the Company’s Offering Materials for its initial public offering, commenced on October 11, 2018. Receipt of the Notice does not mean that you are a Member of the Settlement Class or that you will be entitled to receive a payment. If you received a Notice in the mail, your name was provided by a bank, broker, or other nominee. Neither the Parties nor the Claims Administrator have access to your investment records. If you wish to be eligible for a payment, you are required to submit a Claim Form. (See FAQ 8).
The Court directed that Notice be sent to Settlement Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.Back To Top
The Court in charge of the Action is the Court of Common Pleas of Philadelphia County, Pennsylvania, and the case is known as In re Livent Corporation Securities Litigation, No. 190501229 (the “Action”). The Action is assigned to the Honorable Ramy I. Djerassi.
Lead Plaintiffs’ claims arise from allegedly material misstatements and omissions made by Defendants in the Offering Materials issued in connection with the Company’s initial public offering, commenced on October 11, 2018, of 23,000,000 shares of common stock. Livent’s common stock issued in the IPO was registered with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to a registration statement filed with the SEC on Form S-1, which, following several amendments, was declared effective by the SEC on October 10, 2018 (the “Registration Statement”). On or about October 12, 2018, Livent filed with the SEC its final prospectus for the IPO (the “Prospectus”), which forms part of the Registration Statement (the Prospectus and Form S-1, as amended, are referred to collectively as the “Offering Materials”).
Lead Plaintiffs allege that the Offering Materials presented favorable information about the Company, its operations, and its financial prospects, and touted the Company’s low cost lithium production, long-term contracts, accelerating lithium hydroxide demand, and market share. Lead Plaintiffs allege that the Registration Statement failed to disclose that prior to the IPO, Livent purportedly: (i) was purchasing lithium carbonate from third-party suppliers at a higher cost which reduced revenue and squeezed margins; (ii) was negatively impacted by one large lithium hydroxide contract that has been in place for several years at a much lower price and other existing customers were not willing to enter into new contracts; (iii) was experiencing delays in customers’ purchases of lithium hydroxide, as such customers were instead producing older batteries that use cheaper lithium carbonate; and (iv) was losing market share and facing greater competition due to pricing pressures and industry consolidation.
Lead Plaintiffs also allege that the Registration Statement failed to disclose that the “potential” risks associated with third-party lithium carbonate sourcing, demand for performance lithium compounds, and the Company’s competition and market share disclosed by Defendants purportedly had already materialized, and were not prospective, as Defendants claimed. Lead Plaintiffs allege that undisclosed issues and the impact they had on the Company’s growth caused the Company’s stock price to fall below the IPO price. Defendants have denied, and continue to deny, Lead Plaintiffs’ allegations and that the Registration Statement was in any way materially misleading.Back To Top
In a class action, one or more persons or entities (in this case, Lead Plaintiffs), sue on behalf of people and entities who have similar claims. Together, these people and entities are a “class,” and each is a “class member.” Class actions allow the adjudication of many individuals’ similar claims that might be too small economically to bring as individual actions. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class.
In this Action, the Court has appointed Plymouth Country Retirement Association and Gary Bizarria to serve as Class Representatives, for purposes of the Settlement, and has appointed Labaton Sucharow LLP to serve as Lead Counsel, for purposes of the Settlement.
As part of the approval process, Lead Plaintiffs will ask the Court to certify a class for settlement purposes only. The proposed Settlement Class will consist of persons and entities who or which purchased or otherwise acquired shares of Livent publicly traded common stock pursuant and/or traceable to Livent’s Offering Materials for its Initial Public Offering. For a purchase to be eligible, it must have been made during the period from October 11, 2018 through May 13, 2019, inclusive (the “Relevant Period”).Back To Top
The Court directed, for the purposes of the proposed Settlement, that everyone who fits the following description is a Settlement Class Member and subject to the Settlement, unless they are an excluded person (see FAQ 5) or take steps to exclude themselves from the Settlement Class (see FAQ 11):
The Settlement Class is:
all persons and entities who or which purchased or otherwise acquired Livent’s publicly traded common stock pursuant and/or traceable to the Company’s Offering Materials for its initial public offering of 23,000,000 shares, and who were allegedly damaged thereby.
You are a Settlement Class Member only if you purchased or otherwise acquired Livent publicly traded common stock pursuant and/or traceable to the Company’s Offering Materials for its IPO, which occurred on or about October 11, 2018. For purposes of the Settlement, purchases/acquisitions of shares from October 11, 2018 through May 13, 2019 (the date the lawsuit was filed) will be potentially eligible for a recovery. Check your investment records or contact your broker to see if you have any eligible purchases or acquisitions. Neither the Parties nor the Claims Administrator have access to your investment records.Back To Top
Yes. There are some individuals and entities who are excluded from the Settlement Class by definition. Excluded from the Settlement Class are:
Also excluded from the Settlement Class is anyone who timely and validly seeks exclusion from the Settlement Class in accordance with the procedures described in FAQ 11.Back To Top
If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-800-874-8397 or at info@LiventSecuritiesSettlement.com for more information. Or you can fill out and return the Claim Form, with appropriate supporting documentation, to see if you qualify.Back To Top
At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.
An individual Settlement Class Member’s recovery will depend on, for example: (a) the total number and value of claims submitted; (b) when the claimant purchased or acquired shares of Livent’s publicly traded common stock; and (c) whether and when the claimant sold his, her, or its shares of Livent’s common stock.
By following the instructions in the Plan of Allocation reported in the Notice, you can calculate what is called your Recognized Claim. Because the Net Settlement Fund is less than the total losses alleged to be suffered by Settlement Class Members, the formulas described in the Plan of Allocation for calculating Recognized Claims are not intended to estimate the amount that will actually be paid to Authorized Claimants. Rather, the formulas provide the basis on which the Net Settlement Fund will be distributed among Authorized Claimants on a pro rata basis. An Authorized Claimant’s “Recognized Claim” will be the amount used to calculate the Authorized Claimant’s pro rata share of the Net Settlement Fund. A claimant’s pro rata share is the claimant’s Recognized Claim divided by the total of the Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. See the Plan of Allocation located at the end of the Notice for more information.Back To Top
To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim Form. A Claim Form was included with the Notice. You may also download one, here.
You can also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 1-800-874-8379.
Read the instructions carefully, fill out the Form completely, include all the documents that the Form asks for, sign it, and mail or submit it online so that it is postmarked or submitted no later than May 8, 2021.
Mailing address for Claim Forms:
Livent Securities Settlement
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 5270
Portland, OR 97208-5270
The Court will hold a Settlement Hearing on April 15, 2021 to decide, among other things, whether to finally approve the Settlement. Even if the Court approves the Settlement, there may be appeals which can take time to resolve, perhaps more than a year. It also takes a long time for all of the Claim Forms to be accurately reviewed and processed. Please be patient.Back To Top
If you are a Settlement Class Member and do not timely and validly exclude yourself from the Settlement Class, you will remain in the Settlement Class and that means that, upon the “Effective Date” of the Settlement, you will release all “Released Claims” against the “Released Defendant Parties.”
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
Lead Plaintiffs, other Settlement Class Members, or Defendants may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows or believes to be true with respect to the subject matter of the Released Claims and the Released Defendants’ Claims, but Lead Plaintiffs and Defendants shall expressly, fully, finally, and forever settle and release, and each Settlement Class Member shall be deemed to have settled and released, and upon the Effective Date and by operation of the Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. Lead Plaintiffs and Defendants acknowledge, and other Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.
The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes Final and is not subject to appeal. If you remain a member of the Settlement Class, all of the Court’s orders, whether favorable or unfavorable, will apply to you and legally bind you. Upon the “Effective Date,” Defendants will also provide a release of any claims against Lead Plaintiffs and the Settlement Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.Back To Top
To exclude yourself from the Settlement Class, you must mail a signed letter stating that you request to be “excluded from the Settlement Class in In re Livent Corporation Securities Litigation, No. 190501229.” You cannot exclude yourself by telephone or e-mail. Each request for exclusion must also: (i) state the name, address, telephone number, and e-mail address of the person or entity requesting exclusion; (ii) state the date(s), price(s), and number(s) of shares of Livent common stock purchased during the period from October 11, 2018 through May 13, 2019, and provide documentation of the purchases/acquisitions; (iii) state the date(s), price(s), and number(s) of shares of Livent common stock sold during the period from May 13, 2019 through October 26, 2020, and provide documentation of the sales; and (iv) be signed by the Person requesting exclusion or an authorized representative. Only members of the Settlement Class can request exclusion.
This information is needed to determine whether you are a member of the Settlement Class. Your exclusion request must comply with these requirements in order to be valid. If you do not provide your transactional information, you will not be excluded from the Settlement Class.
A request for exclusion must be mailed so that it is received no later than March 25, 2021 at:
Livent Securities Settlement
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 5270
Portland, OR 97208-5270
If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund. Also, you cannot object to the Settlement because you will not be a Settlement Class Member. However, if you submit a valid exclusion request, you will not be legally bound by the Settlement, and you may be able to sue (or continue to sue) the Defendants and the other Released Defendant Parties in the future.Back To Top
No. Unless you properly exclude yourself, you will give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Settlement Class to continue your own lawsuit. Remember, the exclusion deadline is March 25, 2021.Back To Top
No, only Settlement Class Members are eligible to recover money from the Settlement.Back To Top
Labaton Sucharow LLP, Thornton Law Firm LLP, Robbins LLP, and Goldman, Scarlato & Penny, P.C. are Plaintiffs’ Counsel in the Action. You will not be separately charged for these lawyers. The Court will determine the amount of attorneys’ fees and expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
Plaintiffs’ Counsel have been prosecuting the Action on a contingent basis and have not been paid for any of their work. Lead Counsel, on behalf of Plaintiffs’ Counsel, will seek an attorneys’ fee award of no more than 33 1/3% of the Settlement Fund, which will include accrued interest. Lead Counsel will also seek payment of litigation expenses incurred by Plaintiffs’ Counsel in the prosecution of this Action of no more than $150,000, plus accrued interest, which may include an application for a service award to Lead Plaintiffs for the reasonable costs and expenses related to Lead Plaintiffs’ representation of the Settlement Class. Any attorneys’ fees and expenses awarded by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.Back To Top
If you are a Settlement Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Lead Counsel’s Fee and Expense Application. You may write about why you think the Court should not approve any or all of the Settlement terms or related relief. If you would like the Court to consider your views, you must submit a proper objection within the deadline, and according to the following procedures.
To object, you must send a signed letter stating that you object to the proposed Settlement, the Plan of Allocation, and/or the Fee and Expense Application in “In re Livent Corporation Sec. Litig., No. 190501229.” The objection must also state: (i) the name, address, telephone number, and e-mail address of the objector and must be signed by the objector; (ii) contain a statement of the Settlement Class Member’s objection or objections and the specific reasons for each objection, including any legal and evidentiary support (including witnesses) the Settlement Class Member wishes to bring to the Court’s attention; (iii) explain whether your objection applies only to you, a subset of the Settlement Class, or the entire Settlement Class; and (iv) state the date(s), price(s), and number(s) of shares of all purchases and acquisitions of Livent common stock from October 11, 2018 through May 13, 2019, and the date(s), price(s), and number(s) of shares of all sales of Livent common stock from October 11, 2018 through October 26, 2020, and provide documentation of the purchases/acquisitions/sales. Unless otherwise ordered by the Court, any Settlement Class Member who does not object in the manner described in the Notice will be deemed to have waived any objection and will be forever foreclosed from making any objection to the proposed Settlement, the Plan of Allocation, and/or Lead Counsel’s Fee and Expense Application.
Your objection must be mailed or delivered to the following counsel so that it is received no later than March 25, 2021:
|Lead Counsel||Defendants’ Counsel Representative|
Labaton Sucharow LLP
Alfred L. Fatale III, Esq.
New York, NY 10005
Davis Polk & Wardwell LLP
Dana M. Seshens, Esq.
450 Lexington Avenue
New York, NY 10017
You do not need to attend the Settlement Hearing to have your written objection considered by the Court. However, any Settlement Class Member who has complied with the procedures described here and in FAQ 20 may appear at the Settlement Hearing and be heard, to the extent allowed by the Court. An objector may appear themselves or arrange, at his, her, or its own expense, for a lawyer to represent him, her, or it at the Settlement Hearing.Back To Top
Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Lead Counsel’s Fee and Expense Application. You can still recover money from the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself from the Settlement Class, you have no basis to object because the Settlement and the Action no longer affect you.Back To Top
The Court will hold the Settlement Hearing on April 15, 2021, at 10:00 a.m. EDT, either in person at the Court of Common Pleas of Philadelphia County in a courtroom that will be posted in advance on this website, or remotely using a Zoom link that will be posted in advance on this website, in the Court’s discretion.
At this hearing, the Honorable Ramy I. Djerassi will consider whether: (i) the Settlement is fair, reasonable, adequate, and should be approved; (ii) the Plan of Allocation is fair and reasonable, and should be approved; and (iii) the application of Lead Counsel for an award of attorneys’ fees and payment of litigation expenses is reasonable and should be approved. The Court will take into consideration any written objections submitted in accordance with the instructions in FAQ 16. We do not know how long it will take the Court to make these decisions.
You should be aware that the Court may change the date and time of the Settlement Hearing, or hold the hearing remotely, without another notice being mailed to Settlement Class Members. If you want to attend the hearing, you should check with Lead Counsel or visit this website beforehand to be sure that the hearing date and/or time has not changed.Back To Top
No. Lead Counsel will answer any questions the Court may have. But, you are welcome to attend at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to participate in the Settlement Hearing to discuss it. You may have your own lawyer attend (at your own expense), but it is not required. If you do hire your own lawyer, he or she must submit and serve a Notice of Appearance in the manner described in the answer to FAQ 20 no later than March 25, 2021.Back To Top
If you are a member of the Settlement Class, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must, no later than March 25, 2021, submit a statement to Lead Counsel and Defendants’ Counsel that you, or your attorney, intend to appear in “In re Livent Corporation Sec. Litig., No. 190501229.” Persons who intend to present evidence at the Settlement Hearing must also include in their objections (prepared and submitted in accordance with the answer to FAQ 16) the identities of any witnesses they may wish to call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing. You may not speak at the Settlement Hearing if you exclude yourself from the Settlement Class or if you have not provided written notice of your intention to speak at the Settlement Hearing in accordance with the procedures described here and in FAQ 16.Back To Top
If you do nothing and you are a member of the Settlement Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims. To share in the Net Settlement Fund, you must submit a Claim Form (see FAQ 8). To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims, you must exclude yourself from the Settlement Class (see FAQ 11).Back To Top
The Notice summarizes the proposed Settlement. More details are contained in the Stipulation. You can get a copy of the Notice, Stipulation, and other documents related to the Settlement, as well as additional information about the Settlement using this website. You may also call the Claims Administrator toll free at 1-800-874-8379 or write to the Claims Administrator at Livent Securities Settlement, c/o Epiq P.O. Box 5270, Portland, OR 97208-5270.
You may also review the Stipulation filed with the Court or other documents in the case by visiting the Court’s website at http://fjdefile.phila.gov/efsfjd/zk_fjd_public_qry_00.zp_disclaimer.
Please do not call or write the Court with questions about the Settlement.Back To Top
The Ticker symbol for Livent Common Stock Securities is : LTHM
The CUSIP for Livent Common Stock Securities is: 53814L 108Back To Top
Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support each transaction. Share certificates may be used to support the amount of shares held at the beginning or end of the class period, but they are not evidence for when and how much the shares were purchased.
If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the event that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.
We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.Back To Top