Neo Material Technologies announces completion of plan of arrangement
TORONTO, June 11, 2012 /CNW/ - Neo Material Technologies Inc. (TSX: NEM) ("NEM" or the "Company") is pleased to announce that it has completed the previously announced Plan of Arrangement (the "Arrangement") with Molycorp, Inc. ("Molycorp") and MCP Exchangeco Inc. ("Exchangeco"), pursuant to which all of the NEM common shares were acquired by Exchangeco. (See press releases dated March 8, 2012, May 30, 2012, May 31, 2012 and June 8, 2012). The Arrangement was approved by special resolution of NEM's shareholders at the annual general and special meeting of shareholders held on May 30, 2012 (the "Meeting").
Pursuant to the Arrangement, NEM shareholders will receive, in the aggregate: (i) cash consideration of approximately $927.2 million; (ii) 13,545,426 common shares of Molycorp; and (iii) 507,203 common shares of Exchangeco. Shareholders who elected to receive all or a part of the consideration in cash, will be subject to a pro-ration factor of approximately 0.746798 applied to such election for cash and a corresponding increase made to the portion of the consideration in the form of Molycorp Shares or Exchangeable Shares (per the affected shareholders express or deemed elections).
In connection with the completion of the Arrangement, NEM is also pleased to announce that Mark A. Smith, John F. Ashburn, Jr., John L. Burba PhD, Geoffrey R. Bedford, Michael F. Doolan, Ross R. Bhappu and Mark S. Kristoff have been appointed to the board of directors of NEM. The term of the board of directors elected at the Meeting expired with the completion of the Arrangement.
About Neo Material Technologies
Neo Material Technologies Inc. is a producer, processor and developer of neodymium-iron-boron magnetic powders, rare earths and zirconium based engineered materials and applications, and other rare metals and their compounds through its Magnequench and Performance Materials divisions. These innovative products are essential in many of today's high technology products. Magnequench's Neo Powders are used to produce bonded magnets, generally used in micro motors, precision motors, sensors and other applications requiring high levels of magnetic strength, flexibility, small size and reduced weight. Rare earth and zirconium applications include catalytic converters, computers, television display panels, optical lenses, mobile phones and electronic chips. The Company's rare metals products are primarily used in the wireless, LED, flat panel, turbine, solar and catalyst industries. The Company is headquartered in Toronto, Canada.
About Molycorp, Inc.
With offices in the U.S., Europe, and Japan, Molycorp, Inc. is one of the world's leading rare earths and rare metals companies. Fully integrated across the rare earth mine-to-magnets supply chain, it currently produces rare earth oxides at its flagship rare earth mine and processing facility at Mountain Pass, California, as well as rare earth metals, rare earth alloys, and the rare metals niobium and tantalum. Through its joint venture with Daido Steel and Mitsubishi Corporation, Molycorp expects to begin manufacturing next-generation, sintered neodymium-iron-boron (NdFeB) permanent rare earth magnets in 2013. The rare earths and rare metals that Molycorp produces are critical inputs in existing and emerging applications including: clean energy technologies, such as hybrid and electric vehicles and wind power turbines; multiple high-tech uses, including fiber optics, lasers and hard disk drives; numerous defense applications, such as guidance and control systems and global positioning systems; advanced water treatment technology for use in industrial, military and outdoor recreation applications; and other technologies. For more information please visit www.molycorp.com.
Certain information contained in this news release, including any information relating to the proposed transaction (the "Transaction") and the timing of effective time of the Arrangement are "forward-looking". These statements relate to future events, some of which are outside of NEM's control. These forward-looking statements reflect NEM's current internal expectations or beliefs and are based on information currently available to NEM. These forward-looking statements are subject to a variety of risks and uncertainties, including the risk that the conditions precedent to the Arrangement will not be satisfied in the expected timeframe or at all. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Assumptions upon which such forward looking information regarding completion of the Transaction is based include that NEM will be able to satisfy the conditions to the Transaction, that the required approvals will be obtained from the shareholders and of NEM, that all third party regulatory and governmental approvals to the Transaction will be obtained and all other conditions to completion of the Transaction will be satisfied or waived. Although NEM believes that the forward-looking information contained in this news release is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. NEM expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
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