Livent Securities Settlement

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 Settlement of this class action lawsuit, and about all of their options.

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.

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 asked the Court to certify a class for settlement purposes only. The Settlement Class consists 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”).

The Court directed, for the purposes of the 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.

Yes. There are some individuals and entities who are excluded from the Settlement Class by definition. Excluded from the Settlement Class are:

1. Defendants and the Individual Defendants’ immediate family members;
2. The officers and directors of Livent, FMC, and the Underwriter Defendants;
3. Livent’s affiliates and employee retirement and/or benefit plan(s) and their participants or beneficiaries to the extent they purchased or acquired Livent common stock pursuant or traceable to the Offering through any such plan(s);
4. The legal representatives, heirs, successors, or assigns of any of the foregoing; and
5. Any entity in which any of the foregoing has a majority ownership interest.

Also excluded from the Settlement Class is anyone who timely and validly sought exclusion from the Settlement Class in accordance with the procedures described in FAQ 11.

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.

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.

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 held a Settlement Hearing on April 15, 2021 to decide, among other things, whether to finally approve the Settlement. By Judgment dated April 26, 2021, the Court found that the Settlement was fair, reasonable, and adequate and in the best interests of the Settlement Class (you can view the Order and Final Judgment here). Please note that there may still be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proof of Claim and Release Forms to be processed, including the process of identifying and attempting to cure defects in Proofs of Claim that were submitted by Settlement Class members.

If you are a Settlement Class Member and have not timely and validly excluded 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.” This means you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants and the other Released Defendant Parties about the Released Claims. It also means that all of the Court’s orders about the Settlement apply to you and legally bind you. The terms of the Release were included in the Notice, which is available here.

1. “Released Claims” means any and all manner of actions, suits, demands, rights, liabilities, damages, costs, duties, controversies, obligations, debts, sums of money, contracts, agreements, promises, losses, judgments, allegations, arguments, causes of action, restitution, rescission, interest, attorneys’ fees, expert or consulting fees, expenses, matters, issues, and known claims or Unknown Claims (as defined below), whether contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, class or individual in nature, apparent or unapparent, whether concealed or hidden, whether based on federal, state, local, foreign, statutory, administrative, or common law or any other law, rule, or regulation, at law or in equity, whether held directly, or representatively, that Lead Plaintiffs or any other Settlement Class Member: (i) asserted in any complaint or other pleading filed in this Action or any other action; or (ii) could have asserted in the Action or any action in any forum, domestic or foreign, that arise out of, are based upon, or relate to, directly or indirectly, in whole or in part: (a) the allegations, transactions, facts, events, matters, occurrences, acts, disclosures (including the adequacy and completeness of such disclosures, the Prospectus, the Registration Statement, the Offering Materials, and any roadshow presentation or other marketing materials in connection with the IPO), representations, statements, omissions, failures to act, or any other matter whatsoever involved in the Action; and (b) the purchase, acquisition, holding or sale of Livent publicly traded common stock pursuant and/or traceable to the IPO. For the avoidance of doubt, Released Claims include claims alleged in the Federal Action, but do not include: claims relating to the enforcement of the Settlement or (ii) any claims of Persons who submit a request for exclusion that is accepted by the Court.
2. “Released Defendant Parties” or “Released Defendant Party” means Defendants, Defendants’ Counsel, and each of their respective past or present subsidiaries, parents, affiliates, principals, the successors and predecessors and assigns in interest of any of them, joint venturers, officers, directors, shareholders, underwriters, trustees, partners, members, agents, fiduciaries, contractors, employees, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, financial or investment advisors or consultants, banks or investment bankers, personal or legal representatives, estates, heirs, related or affiliated entities, any entity in which a Defendant has a controlling interest, any member of an Individual Defendant’s immediate family, or any trust of which any Individual Defendant is a settlor or which is for the benefit of any Defendant and/or member(s) of his or her family, and each of the heirs, executors, administrators, trustees, predecessors, successors, and assigns of the foregoing.
3. “Unknown Claims” means any and all Released Claims that Lead Plaintiffs or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Claims and Released Defendants’ Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Plaintiffs and Defendants shall expressly, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or foreign law, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

   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.

To exclude yourself from the Settlement Class, you must have mailed a signed letter stating that you request to be “excluded from the Settlement Class in In re Livent Corporation Securities Litigation, No. 190501229.”, so that it was received no later than March 25, 2021.

If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund.

No. Unless you properly excluded yourself, you gave up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims. You must have mailed your request for exclusion so that it was received no later than March 25, 2019, to be deemed as a valid request, unless the Court determines otherwise.

No, only Settlement Class Members are eligible to recover money from the Settlement.

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 determined 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.

The Court held the Settlement Hearing on April 15, 2021, at 10:00 a.m. EDT.

On April 26, 2021 the Court found that the Settlement was fair, reasonable, and adequate and in the best interests of the Settlement Class (you can view the Order and Final Judgment here).

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 have excluded yourself from the Settlement Class (see FAQ 11).

The Notice summarizes the 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.

The Ticker symbol for Livent Common Stock Securities is : LTHM

The CUSIP for Livent Common Stock Securities is: 53814L 108

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.