Neo Material Tech shareholders agree to Molycorp takeover, but what they really wanted was the cash

Shareholders of Canadian rare earths processor Neo Material Technologies Inc., unanimously approved the takeover bid by Molycorp on Thursday, creating the industry's first integrated mines-to-magnets supplier.

Under the terms of the deal Neo Material stockholders had the option to either receive cash or shares in Molycorp, but so many chose the former option that it exceeded the maximum cash amount that could be paid out to them. Neo Material shareholders will now receive 75c on the dollar.

Not exactly a ringing endorsement of the Colorado-based miner destined to become the number one producer of the 17 elements outside China.

Other investors are also voting with their feet.

On Tuesday long-suffering Molycorp shareholders received something of a fillip after an analyst upgrade but all the gains had been wiped out by the close Thursday.  After falling 3.5% on Wednesday, Molycorp closed down 2.5% today  after touching a new 52-week low in morning trade.

Molycorp shares hit a 2012 high of $34.71 on enthusiasm over the ground-breaking deal with Neo Material  announced in March that apart from advanced rare earth processing capabilities also gave it access to a sales channel into China, the world's number one REE consumer.

But that euphoria has now evaporated as REE prices in China collapse and consumers in the automotive, high tech and green energy industries scramble to find alternatives.

Tuesday's decline brings Molycorp's losses over the past 12 months to the wrong side of 70%. The counter hit a high of $77.54 on May 3 2011, but at  under $2 billion is now worth less than a third of that in New York.

Read more about how rare earths have created a political fault line in the US >>

Read more about the implosion in rare earth oxide prices >>

 

Press Release:

Neo Material Technologies Announces Results Of Shareholder Elections

TORONTO, May 31, 2012 /CNW/ – Neo Material Technologies Inc. (TSX: NEM) ("NEM" or the "Company") today announced that aggregate shareholder elections in conjunction with the previously announced plan of arrangement (the "Arrangement") with Molycorp, Inc. ("Molycorp") and MCP Exchangeco Inc. ("Exchangeco") (see press releases dated March 8, 2012 and May 30, 2012), have exceeded the Maximum Cash Amount (as such term is defined in the Arrangement).  Shareholders who have elected some or all of their consideration in cash (including those who are subject to the deemed election) will be subject to the pro-ration provisions set out in section 3.3(c) of the Arrangement which can be found on page E-10 of the management proxy circular of the Company dated April 30, 2012 (the "Circular") and filed with the Canadian Securities Authorities on May 7, 2012.  The Circular can be accessed online at www.sedar.com or from the Company website at www.neomaterials.com.

Shareholders who elected to receive all or a part of the consideration in cash, will be subject to a pro-ration factor of approximately 0.75 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).  The pro-ration factor is subject to change depending on the number of issued and outstanding common shares of NEM on the closing date 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.

Forward-Looking Statement
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.

For further information:Michael Doolan
Chief Financial Officer
(416) 367-8588, ext.335
Website: www.neomaterials.com
e-mail: [email protected]

Ali Mahdavi
Investor Relations
(416) 962-3300, ext. 225
e-mail: [email protected]