Neo Material Technologies Shareholders Overwhelmingly Approve Acquisition by Molycorp
Transaction Will Create One of the World′s Most Technologically
Advanced and Vertically Integrated Rare Earth Companies
Molycorp, Inc. (NYSE:MCP) ('Molycorp? or the 'Company?) today announced
that shareholders of Neo Material Technologies Inc. (TSX:NEM) ('Neo
Materials?) have voted to approve Molycorp′s 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, Molycorp′s 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
Molycorp′s beliefs, projections and predictions about future events or
Molycorp′s 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
Molycorp′s 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;
Molycorp′s ability to achieve the strategic and other objectives related
to the proposed acquisition, including any expected synergies;
Molycorp′s ability to successfully integrate Neo Material and achieve
the expected results of the acquisition; Molycorp′s ability to secure
additional capital to implement its business plans; Molycorp′s 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 Molycorp′s 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; Molycorp′s ability
to successfully integrate recently acquired businesses; uncertainties
associated with Molycorp′s 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; Molycorp′s ability to maintain appropriate
relations with unions and employees; Molycorp′s ability to successfully
implement its 'mine-to-magnets? strategy; environmental laws,
regulations and permits affecting Molycorp′s 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
Company′s Annual Report on Form ?10-K for the year ended December ?31,
2011 and of the Company′s 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 Molycorp′s current views with
respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to Molycorp′s 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.
Molycorp, Inc.
Jim Sims, +1 303-843-8062
Vice
President, Corporate Communications
Jim.Sims@Molycorp.com
or
Brian
Blackman, +1 303-843-8062
Senior Manager, Investor Relations
Brian.Blackman@molycorp.com