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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).