Neo Material Technologies Shareholders Overwhelmingly Approve Acquisition by Molycorp
Transaction Will Create One of the Worlds Most Technologically Advanced and Vertically Integrated Rare Earth Companies
GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)-- Molycorp, Inc. (MCP) (Molycorp or the Company) today announced that shareholders of Neo Material Technologies Inc. (TSX:NEM) (Neo Materials) have voted to approve Molycorps acquisition of Neo Materials.
Neo Materials' shareholders were asked to vote for an arrangement resolution approving the acquisition of all of Neo Materials' issued and outstanding shares by Molycorp. The resolution was approved by 99.9% of the votes cast by holders of Neo Materials voting shares at the annual and special meeting of Neo Materials shareholders, held earlier today in Toronto.
We are very pleased that Neo Materials shareholders, by an overwhelming majority, have voted to approve the combining of these two uniquely positioned companies, said Mark A. Smith, Molycorps President and Chief Executive Officer. "We have been planning for this combination, and we expect the integration of these two companies to proceed very smoothly after the closing. Once completed, this transaction will create one of the most technologically advanced, vertically integrated rare earth and advanced materials companies in the world today.
Neo Materials will now apply to the Ontario Superior Court of Justice (Commercial List) for a final order (the "Final Order") approving the Arrangement. The hearing in respect of the Final Order is expected to take place on June 8, 2012 at 10:00 a.m. (Toronto time) at 330 University Avenue, Toronto, Ontario. Provided that the Final Order is granted, and the remaining conditions are satisfied, the companies expect to complete the Arrangement as soon as possible thereafter.
Under the terms of the acquisition agreement, holders of outstanding shares of Neo Materials may elect to receive cash consideration, shares of Molycorp common stock, and/or shares of a Canadian Molycorp subsidiary that are exchangeable into shares of Molycorp common stock. In the aggregate, however, the consideration mixture will be pro-rated such that approximately 71.24% of the consideration is paid in cash (or CDN$8.05 per Neo Materials share) and approximately 28.76% is paid in shares of Molycorp common stock and/or shares exchangeable into shares of Molycorp common stock (or 0.122 such shares per Neo Materials share).
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.
Safe Harbor Statements
This release contains forward-looking statements that represent Molycorps beliefs, projections and predictions about future events or Molycorps future performance, including those regarding the proposed acquisition of Neo Materials. Forward-looking statements can be identified by terminology such as may, will, would, could, should, expect, intend, plan, anticipate, believe, estimate, predict, potential, continue or the negative of these terms or other similar expressions or phrases. These forward-looking statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause Molycorps actual results, performance or achievements or industry results to differ materially from any future results, performance or achievement described in or implied by such statements.
Factors that may cause actual results to differ materially from expected results described in forward-looking statements include, but are not limited to: any material adverse changes in the affairs of Neo Material; the ability to obtain required regulatory and court approval[s] and otherwise consummate the proposed acquisition of Neo Materials; Molycorps ability to achieve the strategic and other objectives related to the proposed acquisition, including any expected synergies; Molycorps ability to successfully integrate Neo Material and achieve the expected results of the acquisition; Molycorps ability to secure additional capital to implement its business plans; Molycorps ability to complete its initial modernization and expansion efforts, including the accelerated start-up of the Mountain Pass facility, which management refers to as Project Phoenix Phase 1, and the second phase capacity expansion plan, which management refer to as Project Phoenix Phase 2, and reach full planned production rates for REOs and other planned downstream products, in each case within the projected timeframe; the success of Molycorps cost mitigation efforts in connection with Project Phoenix, which, if unsuccessful, might cause its costs to exceed budget; the final costs of the Project Phoenix Phase 1, including with accelerated start-up of the Mountain Pass facility, and Project Phoenix Phase 2, which may differ from estimated costs; uncertainties regarding global supply and demand for rare earths materials; Molycorps ability to successfully integrate recently acquired businesses; uncertainties associated with Molycorps reserve estimates and non-reserve deposit information, including estimated mine life and annual production; uncertainties related to feasibility studies that provide estimates of expected or anticipated costs, expenditures and economic returns; and REO prices, production costs and other expenses for operations, which are subject to fluctuation; Molycorps ability to maintain appropriate relations with unions and employees; Molycorps ability to successfully implement its mine-to-magnets strategy; environmental laws, regulations and permits affecting Molycorps business, directly and indirectly, including, among others, those relating to mine reclamation and restoration, climate change, emissions to the air and water and human exposure to hazardous substances used, released or disposed of by Molycorp; and uncertainties associated with unanticipated geological conditions related to mining.
For more information regarding these and other risks and uncertainties that Molycorp may face, see the section entitled Risk Factors of the Companys Annual Report on Form 10-K for the year ended December 31, 2011 and of the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. Any forward-looking statement contained in this press release or the Annual Report on Form 10-K or the Quarterly Report on Form 10-Q reflects Molycorps current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to Molycorps operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements because such statements speak only as to the date when made. Molycorp assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as otherwise required by applicable law.
Jim Sims, +1 303-843-8062
Vice President, Corporate Communications
Brian Blackman, +1 303-843-8062
Senior Manager, Investor Relations
Source: Molycorp, Inc.Copyright Business Wire 2012