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Issues identified in the letter
One designated safety officer
Safety officers take responsibility for receiving information from across the business about safety concerns and then passing those
concerns on to the relevant senior people so that action is taken, and the issues are resolved. It seems unlikely in a site like this
one where operations are complex, that one safety officer is adequate, and the Highland Health and Safety Regulatory Body
(HHSRB) has seen fit to raise the matter in their letter.
It is possible that an inadequate number of designated safety officers might cause the HHSRB to impose fines and penalties. They may even shut down the site until the matter is resolved. The impact of such actions on reputation are significant and it could affect the validity of DLE-pros insurance policy. Hence DLE-pro and Rotomyne need to fix this problem as soon as possible.
The safety officer being the production manager
It may not be an appropriate choice to have the production manager taking on the role of designated safety officer. Given their likely seniority, people may feel reluctant to raise matters for their attention fearing that a harsh response may ensue for them or their colleagues. A less senior person might be a better, more approachable choice.
Reactive repair work
It is a positive point that the HHSRB have noted that there is adequate evidence of reactive repair work.
Maintenance work
It is unacceptable for there to be no audit trail or evidence that maintenance work has been completed as per requirements.
Although direct lithium extraction could be perceived to be more environmentally friendly than hard rock and brine mining this is still
a hazardous industry to work in and high standards of maintenance on key machinery remains of paramount importance to the
safety of operations. We need to follow this up firstly to establish if the maintenance is being done “regularly” as stated and is just
not being documented, or whether it is not being done properly at all.
If accidents or other health and safety issues occur, DLE-pro will find it difficult to defend itself without evidence of suitable
maintenance work which could lead to significant liabilities and reputational damage.
Lack of training
Again, in an industry like this which is hazardous and complex, a lack of training is unacceptable and could lead to accusations of
negligence. The statement that there is “no better way to learn that being thrown in at the deep end” is irresponsible and this is
another area that Rotomyne needs to ensure that DLE-pro fixes as a matter of priority.
How internal audit may assist Rotomyne to ensure safety procedures at DLE-pro are appropriate
Obtaining a copy of DLE-pros safety procedures
The first thing for internal audit to do is obtain a copy of the DLE-pro safety procedures so they can see what processes and
procedures DLE-pro staff should be following on a day-to-day basis.
Internal audit can then cross compare this to the equivalent Rotomyne document (which we know DLE-pro have been provided) making note of and similarities and differences. Account needs to be taken for the fact that DLE mining is different from the mining that Rotomyne normally undertakes but it is still valid to see if the depth and breadth of procedures is as comprehensive as those
used at Rotomyne.
The review allows the internal audit team to highlight any areas where they feel procedures may be significantly different or any
areas where they feel they are not adequate or concerning. They can then raise these areas with the staff at DLE-pro.
Internal audit site visit
Internal audit may then wish to visit DLE-pro, meeting with the relevant managers and supervisors from the different areas of
operation to discuss the implementation of safety procedures in their area and to explore in more detail the areas they have
highlighted as concerning especially noting the issues the HHSRB have raised in their report for attention.
Confirming shortcomings
The visit is likely to allow the internal audit department to confirm the shortcomings identified in the HHSRB report and raise any further matters revealed. This work then supports a discussion with the senior management team with the aim of developing procedures to improve things collaboratively. The internal audit team may need to emphasise the fact that now that DLE-pro is part of the Rotomyne group they are expected to operate in accordance with Rotomyne health and safety framework (albeit adjusted for the specifics of DLE mining).
Circulate new processes
The internal audit department can assist with setting up a training schedule to ensure that all new processes are communicated effectively to the relevant staff. They can task DLE-pro with creating the content for the training and then check it seems appropriate, putting controls in place to monitor participation and completion.
Follow up visit
It would be useful for internal audit to perform a follow up visit so that they can ensure that the proposed changes have been
addressed and implemented. They should notify the senior management team in advance of this visit so that they have the motive to resolve all raised issues ahead of them coming. During the follow up it would be appropriate for the internal audit team to ask for evidence of the new procedures being followed and to observe key controls in operation. Internal audit will then provide the senior management team with feedback relating to the visit and recommendations on fixing any remaining shortcomings.
Hearing, or audition, is the transduction of sound waves into a neural signal that is made possible by the structures of the ear.
The external ear consists of the auricle (visible, external component of the ear) sometimes referred to as the pinna, ear canal, and tympanic membrane. The C-shaped curves of the auricle direct sound waves toward the auditory canal. The canal enters the skull through the external auditory meatus (opening) of the temporal bone. At the end of the auditory canal is the tympanic membrane, which vibrates after it is struck by sound waves.
The middle ear consists of the ossicles, (three small bones in the middle ear that transmit sound vibrations from the eardrum to the inner ear) oval window, (opening between the middle ear and the vestibule, which is covered by a membrane) and tympanic membrane. The three ossicles are the malleus, incus, and stapes, which are Latin names that roughly translate to hammer, anvil, and stirrup. The malleus is attached to the tympanic membrane and articulates with the incus. The incus, in turn, articulates with the stapes. The stapes is then attached to the inner ear, where the sound waves will be transduced into a neural signal.
Vibrations of the ossicles travel through the oval window, moving fluid in a wave-like motion. The frequency of the fluid waves matches the frequencies of the sound waves. The middle ear is connected to the pharynx through the Eustachian tube, which helps equilibrate air pressure across the tympanic membrane. The tube is normally closed but will pop open when the muscles of the pharynx contract during swallowing or yawning.
The inner ear is often described as a bony labyrinth, as it is composed of a series of canals embedded within the temporal bone.
It consists of the cochlea (a fluid-filled, spiral-shaped cavity found in the inner ear) that is responsible for hearing and the vestibule (central part of the bony labyrinth ) that is responsible for balance. The neural signals from these two regions are relayed to the brain stem through separate fiber bundles. However, these two distinct bundles travel together from the inner ear to the brain stem as the vestibulocochlear nerve. Sound is transduced into neural signals within the cochlear region of the inner ear, which contains the sensory neurons of the spiral ganglia. (sends axons into the cochlear nerve) These ganglia are located within the spiral-shaped cochlea of the inner ear. The cochlea is attached to the stapes through the oval window.
Scala vestibuli and scala tympani run along both sides of the cochlear duct. The cochlear duct contains several organs of Corti, (organ made of sensory epithelium) which transduce the wave motion of the two scalas into neural signals. The organs of Corti lie on top of the basilar membrane, which is the side of the cochlear duct located between the organs of Corti and the scala tympani. As the fluid waves move through the scala vestibuli and scala tympani, the basilar membrane (analyzes and translates vibration frequencies) moves at a specific spot, depending on the frequency of the waves. Higher frequency waves move the region of the basilar membrane that is close to the base of the cochlea. Lower frequency waves move the region of the basilar membrane that is near the tip of the cochlea.
The cochlea encodes auditory stimuli for frequencies between 20 and 20,000 hertz (Hz), which is the range of sound that human ears can detect. The unit of Hz measures the frequency of sound waves in terms of cycles produced per second. Frequencies as low as 20 Hz are detected by hair cells at the apex, or tip, of the cochlea. Frequencies in the higher ranges of 20 kHz are encoded by hair cells at the base of the cochlea, close to the round and oval windows. Most auditory stimuli contain a mixture of sounds at a variety of frequencies and intensities (represented by the amplitude of the sound wave). The hair cells along the length of the cochlear duct, which are each sensitive to a particular frequency, allow the cochlea to separate auditory stimuli by frequency, just as a prism separates visible light into its component colors.
Gustation is the special sense associated with the tongue. The surface of the tongue, along with the rest of the oral cavity, is lined by a stratified (layered) squamous epithelium (thin, flat cells that line the internal/external body). Raised bumps called papillae contain the structures for gustatory transduction (the sequence of events involved in converting the detection of chemical molecules into taste signals). There are four types of papillae, based on their appearance: circumvallate, foliate, filiform, fungiform
Within the structure of the papillae are taste buds that contain specialized gustatory receptor cells for the transduction of taste stimuli. These receptor cells are sensitive to the chemicals contained within foods that are ingested, and they release neurotransmitters based on the amount of the chemical in the food. Neurotransmitters from the gustatory cells can activate sensory neurons in the facial, glossopharyngeal, (mouth and throat) and vagus (parasympathetic system) cranial nerves.
Only a few recognized submodalities (special sensory qualities perceived by each of the senses) exist within the sense of taste, or gustation. Until recently, only four tastes were recognized: sweet, salty, sour, and bitter. Research at the turn of the 20th century led to the recognition of the fifth taste, umami, (mean savory) during the mid-1980s. Very recent research has suggested that there may also be a sixth taste for fats, or lipids.
Ask anyone what the senses are, and they are likely to list the five major senses as taste, smell, touch, hearing, and sight. However, these are not all of the senses. The most obvious omission from this list is balance. Touch can be further subdivided into pressure, vibration, stretch, and hair-follicle position based on the type of mechanoreceptors (sensory neurons that respond to mechanical pressure) that perceive these touch sensations. Other overlooked senses include temperature perception by thermoreceptors and pain perception by nociceptors.
Within the realm of physiology, senses can be classified as either general or special. A general sense is one that is distributed throughout the body and has receptor cells within the structures of other organs. Mechanoreceptors in the skin, muscles, or walls of blood vessels are examples of this type. General senses often contribute to the sense of touch, as described above, or to proprioception (sense of position and movement in the body) and kinesthesia, (Sense of body movement based on sensation in the skeletal muscles, tendons, joints, and the skin) or to a visceral sense, (Sense associated with the internal organs) which is most important to autonomic functions. A special sense is one that has a specific organ devoted to it, namely the eye, inner ear, tongue, or nose.
Acoustic neuroma- A benign tumor of the vestibular nerve in the internal auditory canal.
Anisocoria- Condition of unequal pupil size.
Anosmia- Loss of the sense of smell.
Aphakia- Condition of no lens.
Audiologist- Specialist who studies, diagnoses, and treats hearing-related issues.
Audiology- Medical specialty that studies hearing and hearing impairment.
Audiometry- The testing of the acuity of the sense of hearing.
Binocular- The use of both eyes to create one composite image.
Blepharitis- Inflammation of eyelids.
Blepharoplasty- Surgical repair of the eyelid.
Blepharoptosis- Drooping of the upper eyelid.
Cataract- A condition in which the lens of the eye becomes cloudy.
Conjunctivitis- Inflammation or infection of the conjunctiva; also called pinkeye.
Dacryocystitis- Inflammation of the tear (lacrimal) sac.
Dacryocystorhinostomy- Creation of an artificial opening between the lacrimal sac and the nose (to restore drainage).
Diplopia- Double vision.
Endophthalmitis- Inflammation within the eye.
Epistaxis- Nosebleed.
Hyperopia- Farsightedness.
Iridectomy- Excision of part of the iris.
Iritis- Inflammation of the iris.
Keratitis- Inflammation of the cornea.
Keratomalacia- Degeneration of the cornea.
Keratoplasty- Surgical replacement of the cornea.
Kinesthesia- Sense of body movement based on sensation in the skeletal muscles, tendons, joints, and the skin.
Labyrinthitis- Inflammation of the inner ear (labyrinth).
Mastoidectomy- Excision of the mastoid bone.
Mastoiditis- Inflammation of the mastoid bone.
Mechanoreceptor- A sensory neuron that responds to mechanical pressure.
Myopia- Nearsightedness.
Myringoplasty- Surgical repair of the tympanic membrane.
Nasopharyngeal- Pertaining to the nose and pharynx (throat).
Nociceptors- Sensory neurons that respond to pain.
Ophthalmia neonatorum- Conjunctivitis in newborns (severe).
Ophthalmologist- A doctor who has special training in diagnosing and treating eye problems.
Ophthalmology- A surgical specialty focused on the structure, function, and surgery of the eye.
Ophthalmopathy- Disease of the eye.
Ophthalmoplegia- Paralysis of one or more eye muscles.
Ophthalmoscope- Instrument used to view the inside of the eye.
Ophthalmoscopy- An exam of the fundus of the eye using a magnifying lens and light.
Optometrist- A specialist who diagnoses, treats, and manages diseases and disorders of the eye.
Optometry- The professional practice of eye and vision care that involves measuring vision.
Otalgia- Pain in the ear.
Otorhinolaryngologist- A doctor who has special training in diagnosing and treating diseases of the ear, nose, and throat.
Otomycosis- Fungal infection of the external ear.
Otosclerosis- Hardening of the ear.
Otoscope- Instrument used to view the ear.
Otoscopy- Process of viewing the ear canal and eardrum.
Pharyngitis- Inflammation of the pharynx.
Photophobia- A condition in which the eyes are more sensitive than normal to light.
Proprioception- Sense of position and movement of the body.
Retinoblastoma- Cancer that forms in the tissues of the retina.
Retinopathy- Disease of the retina.
Retinoscopy- Process of determining the refractive state of the eye.
Rhinitis- Inflammation of the mucous membranes of the nose.
Rhinorrhea- Excess nasal drainage; also called a “runny nose.”
Sinusitis- Inflammation of the sinuses.
Stapedectomy- Excision of the stapes.
Stye- Infection of an oil gland of the eyelid (hordeolum).
Thermoreceptors- Specialized neurons that respond to changes in temperature.
Tonometer- Instrument used to measure pressure (within the eye).
Tonometry- Process of measuring pressure (within the eye).
Tonsillitis- Inflammation of the tonsils.
Tympanic membrane- Ear drum.
Tympanoplasty- Surgical repair of the tympanic membrane.
Visceral (sense)- Sense associated with the internal organs.
Visual acuity- Sharpness of vision.
Xerophthalmia- Condition of dry eye.
Financing the acquisition
Advantages of financing through debt
Debt is the cheapest way to fund the acquisition and has the benefit of the tax shield. It is relatively quick to arrange and has low administrative burdens and costs compared to raising equity. Rotomyne has not increased debt levels in the last year and interest cover is 5.5 which is reasonable and suggests Rotomyne could cover a higher level of finance cost if needed.
Disadvantages of financing through debt
Rotomyne will need to look at whether it has the capacity to take on more debt. It needs to raise P$500 million and the current
gearing ratio (debt / debt+equity) is already at 51% and adding another P$500 million to the total would increase this to 53%. This is a small percentage increase but does add to what might be considered an already relatively high level of gearing (we may need to check industry norms here, but we know competitor company Lithdig has gearing of 25% which is much lower).
Perhaps the most notable factor is that debt is currently P$5,000 million and property, plant and equipment (PPE) is P$7,270
million. If the existing debt is secured on PPE, then security already exists over nearly 70%. Lenders may feel that much of the
security is already taken and not be keen to lend any more.
Advantages of financing through a rights issue
We may wish to raise funds from equity via a rights issue which would be relatively straight forward to arrange given that Rotomyne is quoted. Issuing shares worth P$500 million would reduce the gearing ratio to 48% reducing financial risk. Disadvantages of financing through a rights issue
The downside of a rights issue is the administration, fees and delay that goes with funding with equity compared to debt. People will need to be persuaded to invest more, and this will take time and need to be well communicated. There is also the risk that rights are not taken up and hence the required investment is not obtained.
Advantages of financing through a share for share exchange
A flexible approach to funding the acquisition would be to negotiate a share-for-share exchange between Rotomyne and DLE-pros shareholders. This would provide flexibility in the face of a range of possible valuation outcomes.
DLE-pro would expect to receive value at least equal to their initial investment plus some goodwill, but this could be difficult to agree upon given that DLE-pro is not quoted and loss making.
Disadvantages of financing through a share for share exchange
It will be hard to establish a fair value for DLE-pros shares and this could lead to protracted arguments and delay. Also, a share for share exchange will dilute Rotomyne’s shareholders equity and could lead to increased scrutiny by shareholders regarding whether the acquisition represented good value for money. Most notably, the current share price of Rotomyne is relatively low so more will have to be given away than would have been the case had the timing been better. With a highly volatile share price, a share for share exchange could be difficult to achieve.
Retaining services of the management team
Implication of a lack of confidence
Retaining the senior management team at DLE-pro for 24 months in their existing roles could imply a lack of confidence on the part
of the Rotomyne Board although this does not necessarily mean that Rotomyne does not have the requisite skills.
24 months could be considered quite a long time, but this is a new area of operation for Rotomyne which has not conducted DLE mining before and it does seem sensible to provide some reassurance to shareholders that the people who know the detail of this approach will not be leaving shortly after acquisition. This helps preserve any goodwill that arose on acquisition and reduces the risk of mistakes and problems in an area which is highly complex and skilled.
Reassurance of retention
Keeping the existing team in place for 24 months is reassuring to Rotomyne in terms of knowing it will have access to the relevant
skills for a certain amount of time and is also reassuring to staff at DLE-pro that at least in this time Rotomyne is not looking to ‘rock the boat’ or make any major changes.
After 24 months
After the 24-month period has passed Rotomyne should start to become comfortable with what is involved in DLE mining and the
detail of how DLE-pro works. At that point it would be appropriate to look again at whether the DLE-pro team is a good match for their roles and make plans to put in place any changes or improvements to the team that they see fit. There is the opportunity to extend the period which could be useful.
Evaluation of the potential opportunity
Suitability – opportunity for sustainable growth
The proposed investment should be suitable. It presents a valuable opportunity to expand lithium mining potential at a time when it
is otherwise unclear about how Rotomyne will continue to grow or sustain its longer-term activities. Rotomyne has stated previously
that there were no plans to acquire any more mines, which Martin suggested in his executive summary was because it was
increasingly hard to find viable mines and negate environmental damage. This mine is therefore an opportunity to acquire a viable
mine at a lower environmental cost. How long Rotomyne can meet demand by drilling its existing mines is not known, but the DLE
opportunity provides a chance for Rotomyne to improve its sustainability via less environmentally damaging techniques – which our
shareholders have expressed they value - whilst still potentially growing sales.
Suitability – match with vision and mission
Direct lithium extraction is more sustainable than the techniques of hard rock and brine mining that Rotomyne currently uses. This
matches with the mission to power customer’s lives in a world that is “clean, healthy and sustainable”.
The vision to “meet customers’ needs for reliable supply” is also assisted by acquiring a DLE mine which provides a new and
innovative way to obtain lithium complimenting the activities of the hard rock and brine mining, and provides a good opportunity to
offer customers an even more secure and sustainable way of obtaining lithium products into the future.
Acceptability – shareholders
How acceptable this proposal is to shareholders depends on how it impacts their risks and returns. The cost of the acquisition will
play an important part of this, and we know that DLE-pro is loss making so our Board will be looking to drive down the valuation on
that basis and make a commercially sensible offer. This is an industry with high barriers to entry so Rotomyne may find itself in a
position of strength in negotiations as there may not be any other interested buyers. Overpaying would dilute shareholder returns
so this process of negotiation is fundamental to whether shareholders will find the venture acceptable. The Board will need to
persuade shareholders that although DLE-pro is not currently profitable it is a sensible acquisition.
They may wish to mention that DLE is only making a small operating loss and present plans to turn this around under the
ownership and management of a much bigger company and they may also wish to emphasise how good a DLE mine is in terms of
sustainability – as noted this is important to some of our larger shareholders. Direct extraction could be the future of lithium mining,
and it might be opportune to acquire a smaller player in this market now so that Rotomyne can build in this area in the future.
Shareholders may feel concerned about the political and economic instability of Highland, and this could impact their assessment of
the risk of the venture and acceptability. Rotomyne will need to demonstrate its expertise in dealing with unstable countries proving
that it is comfortable it can deal with the risks arising in Highland. Political and economic instability increases risk and can reduce
return so shareholders will need reassurance in this regard.
Acceptability – other stakeholders
It appears that the government of Highland will accept an acquisition by Rotomyne as it is keen to encourage investment in and
expansion of DLE mining. Other interested parties such as employees and local communities will also have a view on the
acquisition and Rotomyne will need to ensure these stakeholders are listened to, to ensure the acquisition remains acceptable to
them also.
Feasibility – expertise and finance
Rotomyne is not experienced in direct lithium extraction so there may be some concerns about whether the management team
possesses enough knowledge to acquire this site successfully. This could be assisted by ensuring the current owner/managers
remain involved as appropriate for a defined period post-acquisition.
We will also need to look at how to raise the relevant finance for the acquisition – something that may not be assisted by the fact
we distributed about 90% of profit last year as a dividend.
Feasibility – transportation
At present we do not know much about how DLE-pro transports processed lithium to the end customer. We need to assess the
logistics network to ensure it is robust and has potential for scaling up in the future if we decide to grow extraction activities under
Rotomyne ownership.
Possible post-acquisition problems
Post acquisition problem – integrating people
It can be difficult to integrate acquired companies into a group especially when acquisitions are international. Cultures and
approaches can be very different and both the employees of the target and acquiring company can struggle to adjust. Staff may
feel nervous about perceptions, or about losing their job and may even leave for other work that they feel is more secure. It would
be bad news for Rotomyne if many skilled staff left DLE-pro post-acquisition as Rotomyne needs to hold on to their expertise being
inexperienced in this area of mining.
Post acquisition problem – IT systems
We may want to have consistency of systems across the two companies, and this can be difficult to implement and cause
disruption. Extending the IT systems used at Rotomyne across DLE-pro could be expensive and at present we don’t know that the
needs of DLE-pros system will match with the capabilities of Rotomynes systems.
Post acquisition problem – lack of experience
Rotomyne is an experienced and well-established lithium mining company, but it has no experience mining using direct lithium
extraction techniques. This means that there could be a steep learning curve, and errors could be made in the early days if
Rotomyne tries to make changes in a company it doesn’t yet fully understand. Again, Rotomyne may want to make efforts to retain
key members of staff post-acquisition so that they can allow some time to learn from the experts about the business before making any key decisions.
Post acquisition problem – unexpected costs
Rotomyne will make best efforts to value DLE-pro sensibly so that the cost of the acquisition is understood and accepted but there can be further unexpected costs post-acquisition that have not been factored in and can come as a surprise to the acquiring
company.
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The Shogun is cold and stern in personality, even callous at times; she is limited in emotional expression, has no likes and dislikes, and has no need for recreation.
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The fake "Baal" is revealed to be Raiden Shogun, a combination of two characters: Raiden Ei, Makoto's twin sister, and Shogun, a bionic puppet which she created. Also known as Beelzebul, Ei hid her consciousness inside the puppet to avoid another tragedy, secluding herself from the outside world.
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Raiden Makoto (Japanese: 雷電眞 Raiden Makoto), also known by her Goetic name Baal, was the original Electro Archon of Inazuma, and predecessor to her younger twin sister, Ei.
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Raiden Shogun's design takes elements from Japanese culture, specifically Raijin, Japan's god of lightning, reflected not only in the character's name but also her abilities.
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The Raiden Shogun is a major antagonist and playable character in Genshin Impact, being the central antagonist of Chapter II of Genshin's Archon Quest and a major antagonist in Act II of Raiden Ei's Story Quest.
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Fearing erosion, she abandoned her body and transferred her consciousness into the Musou Isshin, which is now stored in the Shogun puppet.
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This affects Raiden's personality; he begins to believe he is only useful on the battlefield and his relationship with his girlfriend Rosemary would not work. Manipulation by the Patriots causes him to believe he has no free will.
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Around 3000 Years Old
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The community does know that she was alive during the Archon War (though her sister was the Electro Archon at the time), but not much is known aside from that.Jan 17, 2024
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The true name of the Raiden Shogun is ``Raiden Ei.'' In her long road, she has witnessed the price that Inazuma has had to pay for progress over the hundreds and thousands of years. The happiest years of her life had passed her by, and those she once considered friends became her foes.
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How did Raiden lose her gnosis?
Raiden: Hibernated for hundreds of years, leaving a bloodthirsty mechanical doll in charge of leading a civil war and murdering civilians. Lost her gnosis due to being a scatterbrained klutz. Also lost her body for the same reason.Sep 8, 2023
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What does Raiden mean in Japanese?
the god of thunder and lightning
Raijin, also called Raiden or Raiden-sama, the god of thunder and lightning in Japanese mythology.
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Who is the darkest character in Genshin?
Xinyan Is The Darkest Character in Genshin.Nov 11, 2024
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Why did Raiden become evil?
Raiden (Mortal Kombat) - Wikipedia
The present Raiden works with the Special Forces to defeat Kronika, only to learn that the Elder Gods had been killed. As a result, Raiden slowly gives into his dark impulses and uses Shinnok's amulet to empower himself like his future self did.
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What is Raiden Shoguns weakness?
To remove Raiden Shogun from her Baleful Shadowlord state, you must fully deplete her Electro shield. This is best done via Cryo and Pyro DMG; however, Raiden Shogun will also consume a portion of her own shield each time she attacks.Mar 4, 2022
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Why does Raiden look so feminine?
Shinkawa further noted that Raiden ended up with an overall feminine appearance. His outfit (the Skull Suit) was difficult to design until the staff decided on a ``bonelike'' concept. Shinkawa wanted to make Raiden sexually appealing, emphasizing the tightness of his clothing.Mar 5, 2013
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Does Raiden lose his arms?
He's referring to the events of Twin Suns from Metal Gear Solid 4, where he had to lose his arms to save Solid Snake (specifically, he willingly cut off his right arm to save Snake from Outer Haven due to being otherwise unable to move in to aid Snake, and he lost the remaining arm when he was crushed by Outer Haven).
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Why is Raiden called Ei?
Ei holds the title of Raiden Shogun. The title basically means “Electro General”. In the game, however, usually we use “Raiden Shogun” or “Shogun” to refer to her puppet body, and “Ei” to refer to the god herself.Feb 24, 2022
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How did Raiden lose his jaw?
Who is Raiden's lover?
Why does Raiden wear heels?
Who is the oldest girl in Genshin Impact?
Who is the strongest archon?
What is Raiden Shogun's real name?
Why is Raiden called Beelzebul?
What gender is Raiden?
How tall is Raiden Ei?
Is Raiden not a God anymore?
When did Raiden become evil?
Why does Raiden want Eternity?
Are raijin and Raiden the same?
Why is Raiden called Raiden?
What does mei mean?
Who is the saddest Genshin character?
Who is the tallest girl in Genshin?
Who is the rarest character in Genshin?
How did Raiden died?
Is Raiden a bad God?
Why are Raiden's eyes red?
What food does Raiden Shogun hate?
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Genshin Impact - Raiden Shogun Best Builds and Artifacts
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3 days ago — Hyperbloom is Raiden Shogun's best build as a Sub DPS with Flower of Paradise Lost or Gilded Dreams artifacts to amplify the reaction's damage.
Raiden Shogun
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Raiden Shogun is a character from Genshin Impact, a 2020 action role-playing gacha game developed by miHoYo. Added in a 2021 update for the game, ...
Is Raiden shogun good? : r/Genshin_Impact
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She's an amazing battery and has off-field electro application with 100% uptime. She can play as hypercarry, rational team comp, or hyperbloom ...
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Nov 8, 2021
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Character Demo - "Raiden Shogun: Judgment of Euthymia ...
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Warning: This video contains flashes of light that may trigger discomfort in patients with photosensitive epilepsy.
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The Raiden Shogun uses the tall female model. She has pale skin, purple eyes with light blue pupils, and long, dark violet hair that becomes lighter at the ends ...
The Shogun · Makoto · Musou Isshin · Electro Archon
Nendoroid Raiden Shogun｜Good Smile Company
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From the game "Genshin Impact" comes a Nendoroid of Raiden Shogun, the ruler of Inazuma! Face plates: · Composed face · Wide-eyed face · Smiling faces
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I spent 20 DAYS worth of resin Perfecting My Raiden! ▽ OPEN ME ▽ ---------------------------------------------------------- - CHAPTERS ...
9 key moments in this video
Nendoroid Raiden Shogun Figure
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From the game "Genshin Impact" comes a Nendoroid of Raiden Shogun, the ruler of Inazuma! Face plates: · Composed face. · Wide-eyed face. · Smiling faces.
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Genshin Impact Raiden Build
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The Raiden Shogun unveils a shard of her Euthymia, dealing Electro DMG to nearby opponents, and granting nearby party members the Eye of Stormy Judgment. Eye of ...
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Overview
Raiden Shogun is a character from Genshin Impact, a 2020 action role-playing gacha game developed by miHoYo. Added in a 2021 update for the game, she was initially a boss enemy for players to fight, and then later released as a playable character. Wikipedia
Notable alias: Raiden Shogun
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Is positive thinking an inherent characteristic of a person or can it (69) be developed in one's psyche?
The opinions differ in answering this vital question. Some people believe that it can be inherited from
parents, and cannot be developed. Others believe that like other qualities it can be developed with
proper practice and guidance. Still some others hold the opinion that it is hereditary to some extent but
can be acquired to some degree. There is also a section of people, who believe that all depends on
circumstances or luck. We need to adopt a scientific approach to find an answer to the above question.
No one can get success every time even after making efforts, nor can one fail constantly. Moreover,
success has different meaning for different people. For some students, getting 60 per cent marks is
success, for others it may not be sufficient. In a competitive examination, success means getting
selected, whatever the percentage of marks. As for inheritance theory, since positive attitude is not a
physical feature but a mental faculty, it cannot be purely hereditary. It can be developed. Moreover,
parents play a major role in developing this quality of a child. A child, who watches his parents working
hard, having faith in success through their words, behaviour and body language, is likely to develop a
similar attitude. The children of short-tempered, over-cautious and nervous parents may assume
similar characteristics when they grow up. Psychologists, therefore, prescribe a code of conduct for
parents' behaviour in front of their children. They must exude confidence, self-belief and hope,
especially in difficult situation, so that the children emulate these qualities. They must be taught the
importance of being positive before, during and after the performance of a task. There is no better
education for a child than watching his parents come out of a tough situation by means of earnest
endeavours. Such success not only gives more joy but also increases self-confidence.
Two times two equals four (2 x 2 = 4)
Two times three equals six (2 x 3 = 6)
Two times four equals eight (2 x 4 = 8)
Two times six equals twelve (2 x 6 = 12)
Two times seven equals fourteen (2 x 7 = 14)
Two times eight equals sixteen (2 x 8 = 16)
Two times nine equals eighteen (2 x 9 = 18)
Two times twelve equals twenty-four (2 x 12 = 24)
Three times two equals six (3 x 2 = 6)
Three times three equals nine (3 x 3 = 9)
Three times four equals twelve (3 x 4 = 12)
Three times six equals eighteen (3 x 6 = 18)
Three times seven equals twenty-one (3 x 7 = 21)
Three times eight equals twenty-four (3 x 8 = 24)
Three times nine equals twenty-seven (3 x 9 = 27)
Three times twelve equals thirty-six (3 x 12 = 36)
Four times two equals eight (4 x 2 = 8)
Four times three equals twelve (4 x 3 = 12)
Four times four equals sixteen (4 x 4 = 16)
Four times six equals twenty-four (4 x 6 = 24)
Four times seven equals twenty-eight (4 x 7 = 28)
Four times eight equals thirty-two (4 x 8 = 32)
Four times nine equals thirty-six (4 x 9 = 36)
Four times twelve equals forty-eight (4 x 12 = 48)
Six times two equals twelve (6 x 2 = 12)
Six times three equals eighteen (6 x 3 = 18)
Six times four equals twenty-four (6 x 4 = 24)
Six times six equals thirty-six (6 x 6 = 36)
Six times seven equals forty-two (6 x 7 = 42)
Six times eight equals forty-eight (6 x 8 = 48)
Six times nine equals fifty-four (6 x 9 = 54)
Six times twelve equals seventy-two (6 x 12 = 72)
Seven times two equals fourteen (7 x 2 = 14)
Seven times three equals twenty-one (7 x 3 = 21)
Seven times four equals twenty-eight (7 x 4 = 28)
Seven times six equals forty-two (7 x 6 = 42)
Seven times seven equals forty-nine (7 x 7 = 49)
Seven times eight equals fifty-six (7 x 8 = 56)
Seven times nine equals sixty-three (7 x 9 = 63)
Seven times twelve equals eighty-four (7 x 12 = 84)
Eight times two equals sixteen (8 x 2 = 16)
Eight times three equals twenty-four (8 x 3 = 24)
Eight times four equals thirty-two (8 x 4 = 32)
Eight times six equals forty-eight (8 x 6 = 48)
Eight times seven equals fifty-six (8 x 7 = 56)
Eight times eight equals sixty-four (8 x 8 = 64)
Eight times nine equals seventy-two (8 x 9 = 72)
Eight times twelve equals ninety-six (8 x 12 = 96)
Nine times two equals eighteen (9 x 2 = 18)
Nine times three equals twenty-seven (9 x 3 = 27)
Nine times four equals thirty-six (9 x 4 = 36)
Nine times six equals fifty-four (9 x 6 = 54)
Nine times seven equals sixty-three (9 x 7 = 63)
Nine times eight equals seventy-two (9 x 8 = 72)
Nine times nine equals eighty-one (9 x 9 = 81)
Nine times twelve equals one hundred and eight (9 x 12 = 108)
Twelve times two equals twenty-four (12 x 2 = 24)
Twelve times three equals thirty-six (12 x 3 = 36)
Twelve times four equals forty-eight (12 x 4 = 48)
Twelve times six equals seventy-two (12 x 6 = 72)
Twelve times seven equals eighty-four (12 x 7 = 84)
Twelve times eight equals ninety-six (12 x 8 = 96)
Twelve times nine equals one hundred and eight (12 x 9 = 108)
Twelve times twelve equals one hundred and forty-four (12 x 12 = 144)
Make them holy by your truth; teach them your word, which is truth.
John 17:17
Sam is trying his best to keep both Gilly and himself calm during the tumultuous sea trip to Braavos. The Night's Watch ship Blackbird will take them only so far as Braavos, and then Sam will need to find a tender there bound for Oldtown.
Sam is hopeful that the others making the journey with him will find happiness when they reach their destination: Gilly and the babe at Horn Hill, Maester Aemon back at the Citadel, and Dareon in his new role as a recruiter.
The old maester tells them the story of his sea trip to the Wall- how he traveled with Lord Commander Duncan the Tall as his honor guard, along with Brynden Rivers, Lord Bloodraven himself, who was sent by Egg to serve out the remainder of his life in the Watch.
As the trip progresses, Sam finds that nothing he says can console Gilly, and that Maester Aemon's health deteriorates. Dareon has nothing but scorn for the wildling girl, but Aemon tells Sam to look closely at the baby to find the source of Gilly's grief.
When Sam realizes that the baby is actually Dalla and Mance Rayder's, not her own, he can't believe what Jon did. Maester Aemon states, "What threats the Lord Commander made, what promises, I can only guess." And while Sam understands that Jon did so to save the baby from Melisandre's fires, he remains shocked at what cost this will have for Gilly.
Stakeholders
There are a number of important stakeholders who will be impacted by any merger decision; each will be examined separately as follows.
Shareholders
Shareholders will be concerned about the value of their investment, and the returns that they enjoy from it. The shareholders of Rotomyne will have been pleased at the market’s initial reaction to speculation about the merger; it is clear that, from Rotomyne’s perspective, this has been viewed as a positive step. A gain of 7% is a reversal in the share price performance of recent times.
However, there may be concern about the ongoing annual return from their investment. Relative to Lithdig, Rotomyne’s shareholders have enjoyed high levels of dividend payout (based on 2024 figures), whereas those at Lithdig have seen lower payout and more profits retained in the business. If Rotomyne investors have invested in the company historically because of attractive dividends, they may be concerned that the level of dividend may not be as high in the future.
As it is a quoted company, Rotomyne’ shareholders will undoubtedly include institutions, professional investors that take up significant stakes in the company. Such stakeholders would be deemed to have high interest and high power as a result, and so should be seen as ‘key players’. They should therefore be made to feel part of the merger decision; they should be consulted at regular intervals, with presentations delivered on the rationale behind the merger, the gains in shareholder value that is foreseen, and what the future will mean for ongoing investors in the merged entity. Directors should expect to be challenged on matters that are important to the shareholders, and be prepared to answer difficult questions.
Staff
Rotomyne staff may be concerned at what a merger means for them in terms of job security. Those who work at the mines are likely to be impacted the least; as long as a mine still has valuable reserves of potential lithium, it will continue to operate. This means that miners and those who work in the processing plants should feel secure in their positions.
Those who work at Head Office are likely to be the ones with the greatest degree of concern over their position, as some degree of reduction in headcount is inevitable. It is clear that the merged company will not need two complete finance teams, two complete sets of HR specialist, and so on. This could extend to the Board of Directors.
Individually, employees have high interest in this matter, but probably little power. This means that a strategy of ‘keep informed’ can be adopted i.e. the stakeholder is not allowed to determine the strategy going forwards but is kept informed of what developments and implications might be by virtue of their high levels of interest.
Having said that, it is in neither Rotomyne nor Lithdig’s interests to see important members of staff leave, fearful of their future job prospects and seeking alternative employment before perhaps being made redundant. The two Boards should communicate with all staff, allaying any fears that they may have (perhaps by highlighting the growth prospects for a merged business) and highlighting that no definite decision about a merger has yet been taken.
Customers and other members of the business ecosystem
Customers should also be seen as an important stakeholder in this matter. They will have varying degrees of power, depending on the value of their account; some customers whose annual spend with Rotomyne makes up only a small proportion of turnover will have little influence, whereas the motor manufacturer that is Rotomyne’s biggest customer (accounting for 22% of annual revenue) will have much more power.
However, the level of interest for customers is likely to be low. Their principal concern is that they should continue to be able to buy lithium and associated products as and when they wish; this is unlikely to be affected by consolidation in the lithium supply industry. The merged Rotomyne/Lithdig entity will still want to sell, and, given that the price is determined by the market, there may be no impact on price for the customers. The approach that should be adopted here is ‘keep satisfied’; as long as supplies of lithium are not disrupted, customers are likely to be unaffected.
Members of Rotomyne’s wider ecosystem may have greater degrees of interest in this rumour, however. For example, Rotomyne has a reputation for innovation, and strong links with research institutes and customers aimed at looking for new and improved applications for lithium. These stakeholders will be concerned that research activity will continue, that facilities and funding from Rotomyne that are currently in place will continue to be provided going forwards. These stakeholders will have strong interest but, in all likelihood, low levels of power, so they should be kept informed. If the merged entity sees innovation as being of continued importance in the future, these stakeholders should be reassured to that effect.
Competition authorities
The fact that Rotomyne and Lithdig are already significant operators in the lithium mining industry means it is very likely that the merger proposal is referred to the competition authorities for review. Even if this doesn’t happen in the first instance, it is possible that rival lithium mining companies make a referral themselves, concerned that a merged Rotomyne/Lithdig will have greatly increased competitive advantage.
The competition authority will have high power in this matter; if they deem that it is not in the public interest, they can block the deal from going ahead. If the matter is referred to them, they are bound to consider its implications, so they will also have high interest.
Competition authorities should also be seen as a ‘key player’ therefore. The Boards at Rotomyne and Lithdig will need to prepare arguments as to why the proposal is not contrary
to public interest. They should also be prepared to make concessions in key areas, if that is what is needed to appease the authority. For example, if they both mine in a certain part of the world, it might be that they have to agree to close part of their operations in that country so as not to be overly dominant in that location.
Share price movements
Market efficiency
In an active and well-regulated stock exchange (like the one in Porrland), share prices generally move in response to information. Good news about a company generally pushes the share price up, and bad news leads to the share price falling. In a semi-strongly efficient market, the prices would only respond to information being made public. However, in a strongly efficient market the prices would move in response to any information at all – even private information.
Rotomyne’s share price movement
The 10% increase in Rotomyne’s share price is a dramatic reaction to the leaking of the news of the prospective merger. This fits with the semi-strong form of market efficiency – it suggests that the market has been taken by surprise by the article that publicly discusses the potential merger.
The increase in the Rotomyne share price suggests that the market thinks that the merger with Lithdig is good news for Rotomyne. This is very common when looking at acquisitions and mergers. Rotomyne is a smaller company than Lithdig, with lower profit margins and higher gearing. The market seems to be predicting that a merger with Lithdig will strengthen Rotomyne’s position and help to create wealth for its shareholders.
In some cases, when there are rumours of a merger, the share price might creep up gradually over a few days before the information becomes commonly known. This can happen as a consequence of an illegal activity known as “insider trading”. This is where traders act on private information to buy shares just before they are expected to rise in value in an attempt to make a profit. Because the Rotomyne share price rise has been so sudden and so dramatic, it looks like there has been no insider trading in this case.
This morning, the Rotomyne share price fell back from its initial 10% gain, and now sits at 7% above what it was yesterday. This three-percentage point adjustment suggests an initial market overreaction to the news announced in the Investor’s Gazette article.
This often happens when a merger or takeover becomes public knowledge. Investors rush to buy the shares hoping that the shares will be valued at a premium in the merger. Some of these investors will have no particular interest in Lithdig or Rotomyne, or the lithium mining industry, but will just be speculators, keen to make a quick profit. The increased demand for the shares pushes the price up initially. But then over the next few hours and days, the market has chance to reflect on the news, analyse the information that is available more effectively, and gather whatever additional information is needed to make a more accurate assessment of the likely value gain associated with the merger.
After this extra time to consider the Lithdig-Rotomyne merger more fully, it appears that the market still views the merger positively (from Rotomyne’s perspective) but not quite as positively as the initial knee-jerk reaction implied.
Lithdig’s share price movement
The significant decrease in Lithdig’s share price implies that the market is not impressed with the planned merger with Rotomyne. If the capital markets view this as a negative NPV investment, then the share price will decrease. From the market’s point of view, there may be a lack of commercial logic to the merger with Rotomyne (perhaps because Rotomyne is smaller than Lithdig and performed worse in 2024 in all the main KPIs such as ROCE, operating profit margin and interest cover).
The success of this merger will depend on the combined company’s ability to generate significant synergies, and there is no detail at the moment about how this will be achieved.
The drastic reduction in the share price may not persist because the article merely states that a merger is likely (but not certain). There has been no formal announcement of the merger, or the terms (such as the valuations of each of the parties). Lithdig may be able to negotiate terms that give its shareholders a greater share of the equity in the combined company. If this were possible, and if the bulk of any prospective synergies were going to be gained by Lithdig’s shareholders, the Lithdig share price would soon bounce back.
It is also very early in the process. Lithdig and Rotomyne have not made any formal announcement yet, explaining why they think a merger is a good idea, or what the strategic plans will be in the event that the merger is completed. It is natural for the share price to be depressed while those uncertainties are in place, but Lithdig can resolve that through clear and informative announcements in the future
Any person who has no legal right to be on another’s land and enters the land without the landowner’s consent. If a landowner discovers a trespasser is imperial, then the duty can change to a reasonable standard of care.
Any person who has no legal right to be on another’s land and enters the land without the landowner’s consent.
If a landowner discovers a trespasser is imperial, then the duty can change to a reasonable standard of care.
It is the duty of a child to exercise the same care that a reasonably careful child of the same age, intelligence, maturity, training, and experience would exercise under the same or similar circumstances.
Drawing near Maidenpool, Pod Payne can't seem to remember if Brienne is a knight or a lady, frequently calling her "My Lady. Ser." Brienne has taken up his training, abandoned since Aron Santagar was killed by the mob in King's Landing. They soon come upon a farmer, his wife and their cart of eggs bound for Maidenpool.
As they ride together, the farmer tells Brienne that the town has been mostly rebuilt, thanks to the hard hand of Randyll Tarly. The Maid of Tarth hopes she can slip through town without encountering the Lord of Horn Hill, as she owes him a debt but bears no liking for the man.
At the gates of Maidenpool, the captain informs the farmer that he will take his eggs and wife, forcing Brienne to draw her sword. Outnumbered by the gate guards, she is spared fighting by the appearance of Hyle Hunt, a knight highly placed in Lord Tarly's army and a man whom Brienne despises.
Hunt begins to mock her and Brienne warns him that she will sort him out in a melee some day, just as she did Red Ronnet Connington during the melee at Ashford. She asks him the location of the Stinking Goose, but Ser Hyle takes her to see Lord Randyll first.
The commander of Mace Tyrell's vanguard is dispensing his harsh brand of justice when they come upon him. When she is brought before him, Lord Tarly asks her if she killed Renly, and then states he should ship her back to Tarth.
But Brienne reveals the King's document that Jaime has given her, and she informs Tarly that she is seeking Sansa. He responds that Sansa is not in Maidenpool, nor would she be in the Vale, as Brienne has also assumed, since Lysa Arryn is dead.
Brienne is shocked to learn that Sansa's aunt is dead. She heads off to the tavern, sending Ser Hyle off when he attempts to apologize for his actions at Highgarden. Later, awaiting the arrival of Nimble Dick at the Stinking Goose, she recalls the hurtful game Hyle and his friends played at her expense.
Brienne had gone to Highgarden to answer Renly Baratheon's call to banners, expecting to be ridiculed. But unbelievably, many of the young knights she met were exceedingly kind to her, going above and beyond the others to win her favor. Wary of their intentions, Brienne was still vulnerable thanks to hope, but she soon learned the truth. Randyll Tarly called her before him to reveal what he had learned of their game through his son Dickon.
The knights involved had a burgeoning wager on who could claim her maidenhead. Tarly ended their game, but told her the fault lay with herself, claiming her being here encouraged them and that a war host is no place for a maiden.
When Dick Crabb finally arrives, Brienne offers to buy him drinks. Nimble Dick soon launches into his story, egged on by a steady bribe from Brienne. He explains how he offered to help a frightened fool make it across the Narrow Sea.
The fool claimed he had two girls with him, but couldn't chance the ports in Maidenpool. So Dick took his coin and took him and the girls along the shore to an old, now-unused smuggler's cove, up past Crackclaw Point.
Nimble Dick agrees to take her there for a large sum of coin, pointing out that he is from the area, and warns Brienne of the Whispers, a keep built by a mythical ancestor of his, Ser Clarence Crabb.
Slipping through the shadow city of Sunspear during the night for a rendezvous with Princess Arianne, Ser Arys Oakheart considers how unlikely it is for an Oakheart to even be in Dorne. Hailing from the Reach, the Oakhearts have long been enemies of the Dornish. The kingsguard knight left Myrcella playing cyvasse with Prince Trystane, and under the protection of the prince's sworn shield Ser Gascoyne.
Arys recalls his recent first meeting with Prince Doran, who advised him that Myrcella would be safer at the Water Gardens. All her guards and Ser Arys would accompany them there, but Doran asked him not to write King's Landing about the move. When he arrives at Arianne's secret location, he swears he will do no more than tell her it has to end, but her nakedness overwhelms him.
After their passion is sated, Arys is once again consumed by guilt, but Arianne has a response for every one of his doubts. The knight feels he has dishonored himself enough already, and he doesn't want to dishonor her. But Arianne's seductive words and gestures are difficult for him to disregard.
When Arianne reminds him that he told her he loved her, Arys responds that he has sworn a vow. However, Arianne brings up several Kingsguard who broke their vows, most famously Lucamore the Lusty and Terrence Toyne, and even Prince Aemon the Dragonknight (though Ser Arys doesn't believe the latter story).
She finishes with, "It is not our love that dishonored you, it is the monsters you have served and the brutes you've called your brothers." When Arys tells her that King Robert was no monster, he can't help but think that she is right about Joffrey. Although he considers Tommen to be Joffrey's opposite, he can't disagree with Arianne's persuasive words that Myrcella would be a better ruler.
Their conversation moves to Criston Cole, Lord Commander of Viserys I's Kingsguard. At the time of Viserys' death, Ser Cole convinced Viserys' son Aegon II to claim the rule of the Seven Kingdoms. This led to the war between Aegon and his elder sister Rhaenyra, whom Viserys had long groomed as his successor.
Arianne reminds Arys that in Dorne, the eldest child rules, and had it not been for Criston the Kingmaker, even the Targaryen inheritance might have been rewritten. She then explains to him the real reason that Myrcella is being moved to the Water Gardens: "To keep her away from those who'd seek to crown her." Arys tells her that the Water Gardens are not a prison, but she warns him that Hotah will see that Myrcella does not leave, claiming he is terrible when aroused.
Still unable to convince Arys that her suggestions are correct, Arianne hugs him and begins to tremble. Once again, she manipulates him by asserting that if the Sand Snakes can be imprisoned by her father for wanting to crown Myrcella, she could too. She mentions that there are no secrets between Tyene and herself, and then tells him her father has never considered her worthy.
Prince Doran tried several times to marry her off to old men of high birth, and when she was 14 she discovered a letter her father had written to her brother Quentyn, a ward of Lord Anders Yronwood for years. In the letter, Doran wrote, "one day you will sit where I sit and rule all of Dorne, and a ruler must be strong of mind and body."
Ser Arys argues that this couldn't be true, but when she asks him where Prince Quentyn is now and his response is with Lord Anders Yronwood in the Boneway, Arianne tells him that is what her father wants everyone to believe. She has gotten word from some of her friends that Quentyn is across the Narrow Sea, and she is sure that he is hiring the Golden Company, who recently broke their contract with Myr.
The Golden Company has never broken their word since Bittersteel reformed them nearly a hundred years ago, and since most of their members are exiles, the only reason they would change allegiance would be to return home to Westeros. And Anders' ancestors fought in three of the Blackfyre Rebellions, a fact that convinces Arianne that he seeks to crown Quentyn as the next Prince of Dorne.
Arianne's final persuasive words are, "So your two princesses share a common cause, ser... and they share as well a knight who claims to love them both, but will not fight for them." Ser Arys then swears to defend Myrcella's right to rule, and to protect Arianne from anyone seeking to steal her birthright. When he asks her what she would have of him, Arianne purrs, "All. All my love, my sweet love, and forever. But first...Myrcella."
Evaluation of the proposal
Benefits
There are a number of benefits to the proposed merger.
Firstly, Rotomyne and Lithdig are both large operators in the lithium mining industry; indeed, they make up two of the top four largest lithium producing companies, accounting collectively for more than 50% of global sales of lithium by value. This would suggest that, individually, both companies already possess a degree of market power by virtue of their size. This could be expected to increase markedly if the two entities were to merge. They would most likely become the single largest company in the lithium mining sector, which should produce economies of scale in some way.
For example, there may be increased supplier power brought about by the merger. At present, those organisations that look to buy lithium have a certain number of suppliers to choose from. A merger between two of the biggest suppliers in the sector would reduce the options open to buyers; in effect, there would be one less supplier in the market. This might have a favourable impact on the price of lithium on the world commodity markets, which would in turn be of benefit to lithium mining companies. Selling price per tonne, and therefore overall profit margins, would increase.
Secondly, the two companies are similar in size, suggesting that they would be partners of equals in a merger transaction. This would indicate that the term merger is being appropriately used, and accurately describes the combining of Rotomyne and Lithdig. In many instances, the term merger may be used less accurately - if the two organisations are not of equal size, the transaction is more of a takeover in reality. One organisation enjoying much bigger size than the other indicates that the deal is, in reality, one taking control of the other, but the term merger is still used because it has a softer perception in the eyes of the market. In the instance, where Rotomyne has 9 mines to Lithdig’s 10, and the 2024 results and position being very similar, it feels as though the term merger is being used correctly to describe this transaction.
Thirdly, both companies are in the same industry, namely lithium mining, and so both Boards will have complete understanding of the wider business issues that each party faces. This should mean that the two Boards are more confident in accurately identifying where value can be created via a merger. In instances where companies get together which are not so similar in background, the decision makers may hope that value can be created but, with the passage of time once the deal has been done, the benefits don’t actually materialise.
Finally, both Rotomyne and Lithdig are based in Porrland. This means that they are both subject to the same laws and regulations, both converse in the same language, operate in the same time zone etc. This makes doing as deal so much simpler than when the two entities are in different countries. In particular, being subject to the same laws (competition, contract, HR and so on) should lead to a smooth transaction being possible, and so result in the merger being completed quicker than might otherwise be the case.
Risks
There are also a number of risks associated with the proposal.
Firstly ,a merger between Rotomyne and Lithdig doesn’t address the fundamental issue that both companies currently face, namely the volatile price of lithium. As Indira Singh acknowledges, the share price of Lithdig has mirrored that of Rotomyne, and is largely due to the price of lithium on world markets. The announcements recently by electric vehicle (EV) manufacturers of reduced production targets indicates lower demand for lithium, so all mining companies will be affected. It can therefore be argued that a merger is not addressing the fundamental issue impacting the whole industry; just because two large players combine does not mean that demand conditions will change. A merged entity is likely to see its share price affected by exactly the same forces as Rotomyne and Lithdig are currently facing.
Secondly, whilst mention is made of economies of scale in the analysis above, it is difficult to see where these might come from in terms of costs. A combined entity would have 19 mines, all of which would presumably be retained and continue to run as separate operations, so there is little scope for cost saving there. Each would also require its processing plant to continue, as it makes more commercial sense to process on site rather than transport mined product to a central plant for processing. So no further scope for cost savings in processing.
The only real possibility for cost savings might be in administrative roles at Head Office - for example, in human resources, marketing, finance etc. A combined entity would not need to retain two complete sets of staff in such areas. There could also be savings in premises; both companies currently have a Head Office in Porrland, and one of these could be released post-merger, meaning savings in lease costs.
There would also be possible savings through redundancies at the highest level of management i.e. the Board. A merged entity would not need two CEOs, for example. Indeed, this may be seen as a personal reason for all of the current directors not to pursue a merger with Lithdig, fear for their own job security. However, the primary consideration should always be that of looking after shareholder value, and personal issues should not be taken into account in deciding whether to vote for or against a merger.
Thirdly, there may be strong cultural differences between Rotomyne and Lithdig which would take considerable time to resolve post-merger, and so potentially disrupt the operations of the new company and prevent it from realising the gains that had been anticipated. Just because two companies operate in the same sector does not mean that they are similar places to work at. Management styles may be very different, expectations of staff (e.g. being in the office full time versus some hybrid working), rates of pay etc - all of this would need to be considered in the long term and a decision on the best approach to adopt. Inevitably this would then mean change for some staff, which would need careful managing.
For example, there is already a clear difference between the two companies in respect of dividend policy. In 2024, Rotomyne paid out 89.5% of its profit for the year as a dividend to shareholders, whereas the equivalent payout at Lithdig was just 49.6% of profit. The new Board, made up of members of the two previous independent companies, would need to agree on a suitable dividend policy going forwards.
Finally, there is a risk that the Competition Authorities might block any merger proposal between Rotomyne and Lithdig, on the grounds that such a deal would not be in the public interest. As pointed out above, these are two of the biggest companies in the lithium mining industry; a merger might be seen as creating too much power in one company’s hands, and so against the interests of customers and other operators in the lithium market. This would mean that all of the efforts, time and expense (lawyers, financial advisors etc.) that goes into negotiating a deal ends up being wasted.
Preliminary conclusion
It is clear that there are a number of benefits to a merger between Rotomyne and Lithdig, but also some significant risks. The decision is far from clear-cut, and greater time will need to be invested in considering the implications before a final decision can be made. However, it is worth meeting up with Indhira Singh to learn more details of Lithdig’s proposals.
Valuation of the merged entity
When two companies merge, the shareholders of the two individual companies become shareholders in the combined entity. The proportions of shares held in the new entity (e.g. 50:50 or some other ratio) is decided by the respective equity valuations that the two individual entities bring to the combination. So it is critical from the point of view of Rotomyne’s shareholders that the equity value of Rotomyne is as high as possible at the time of the merger.
I have explained below some of the ways that the equity values could be estimated.
Methods of valuation
Market capitalisation
Rotomyne is a listed company and according to Indhira Singh’s email, Lithdig is also listed on the Porrland Stock Exchange. Therefore, the market capitalisations (stock market values) of the two companies would seem at first glance to be the fairest, market-driven representation of the relative values.
However, Rotomyne’s share price has been very volatile recently (it has fallen from approximately P$ 27 in mid-2023 to P$ 7.50 today) and Indhira Singh notes that Lithdig’s share price has also collapsed in a similar way over the last 15 months. This could be purely due to the global price of lithium, but there could be other reasons too affecting the share price in one or both companies, such as the quality of management, brand recognition, quality of products and processes etc.
More analysis needs to be undertaken of both companies’ performance and prospects before a final equity valuation is identified for the purposes of the merger.
Net asset valuations
The lithium mining industry is a capital-intensive industry, so both companies have a significant amount of value sitting in the tangible assets on the statement of financial position. Therefore, in this case a valuation based on net assets could be a sensible way to value Rotomyne and Lithdig for the purposes of the merger.
The main problem with a net assets valuation is that it ignores intangible factors such as brand name, customer service levels, and quality of management.
Discounted cash flow (DCF) valuations
The most common (and theoretically accurate) way of estimating the value of a company’s equity is to forecast its likely free cash flows and discount them at a suitable cost of capital. Valuing both Rotomyne and Lithdig using a DCF approach would be a good starting point as we enter the merger negotiations.
However, given the market volatility in recent years, the cash flows could be quite difficult to estimate accurately. Also, should we use the same cost of capital for both companies, or do they face different risks and hence have different costs of capital?
On the positive side, DCF valuations would enable us to consider the likely synergies that would arise as a consequence of the merger, as well as the cash flows of the two companies as independent entities, so would give a better idea of the likely total equity value of the post-merger company.
Recent industry analysis
Given the volatility in the lithium mining industry in recent times, there could have been other recent examples of mergers and acquisitions that Rotomyne and Lithdig can look at and learn from.
If we can find other recent examples of mergers, we could use information from those mergers to help us to value our merged entity. For example, if a recent merger of two companies has seen combined profits rise, and/or the price -earnings ratio of the combination to increase, we could assume that the same will happen when merging Rotomyne and Lithdig.
How to proceed
Before entering negotiations, the two companies should prepare valuations based on all the different methods explained above. The natural inclination in these valuations is that Rotomyne’s directors will attempt to present a valuation of Rotomyne that is as high as possible, and that Lithdig’s directors will do the same for their company. However, as part of the due diligence procedures in the merger process, these valuations will be independently checked, so any estimates should be backed up by reasonable justifications.
Implications for shareholders
Once an agreement has been reached about how much value each company brings to the merged entity (including their contributions to any synergies that are likely to be created), the ratio of shares to be held by the Rotomyne shareholders and the Lithdig shareholders can be determined.
Rotomyne’s directors have an obligation to maximise the wealth of the Rotomyne shareholders, so they should negotiate hard to ensure that Rotomyne’s share of the combined entity’s shares is as high as possible.
