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Molycorp to Acquire Leading Rare Earth Processor Neo Material Technologies in $1.3 Billion Deal

09.03.2012  |  Business Wire

Transaction Will Create Global, Vertically Integrated Rare Earth
Technology Leader and Give Molycorp a Greater Range of Products and
Increased Sales Opportunities Across Asia

TRANSACTION HIGHLIGHTS


  • The transaction will combine Molycorp′s world-class rare earth
    resource and low-cost production from its Project Phoenix with Neo′s
    proven leadership in the development, processing, and distribution of
    technically advanced rare earth products.

  • The transaction will give Molycorp greater exposure to the world′s
    largest and fastest-growing rare earth consuming nation ? China ?
    which now comprises about 70% of global rare earth consumption.

  • The transaction leverages Neo Materials′ existing infrastructure to
    allow Molycorp to ramp up its overall production once Project Phoenix
    Phase 2 production begins in 2013.

  • The transaction expands Molycorp′s production capabilities to include
    Neo Materials′ Magnequench patented magnet powder portfolio used to
    produce neodymium-iron-boron (NdFeB) bonded rare earth magnets.

  • The transaction expands Molycorp′s strategic rare metals portfolio to
    include gallium, rhenium, and indium, which are used in advanced
    electronics, photovoltaic, aerospace, catalytic converters, and
    lighting industries.

  • The combination is expected to be accretive to Molycorp′s 2012
    earnings and cash flow. Significant identified synergies are expected
    to further strengthen the financial performance of Molycorp beyond
    2012.


Molycorp, Inc. (NYSE: MCP) ('Molycorp?) and Neo Material Technologies
Inc. (TSX:NEM) ('Neo Materials? or 'Neo?) today announced the signing of
a definitive agreement under which Molycorp will acquire Neo Materials
for approximately CDN $1.3 billion. This will create one of the most
technologically advanced, vertically integrated rare earth companies in
the world.


'This transaction will link two unique companies ? one with a
world-class, high-quality resource, and the other with world-class rare
earth product design and processing capabilities,? said Mark A. Smith,
Molycorp′s President and Chief Executive Officer. 'Neo Materials is
recognized throughout the industry for its exceptionally high-quality
production and processing capabilities, its patented technology
platform, and its ability to consistently meet demanding customer
specifications. With this combination, Molycorp will be in a unique
position to enhance our time to market and provide new global customer
segments with rare earth metals, oxides, and alloy powders that are
unmatched today. We see significant opportunities for growth as well as
powerful synergies through this transaction.?

TRANSACTION TERMS


Under the agreement, which was unanimously approved by the two
companies′ boards of directors, Neo Materials shareholders will receive
consideration equal to CDN$11.30 per share, comprising of CDN$8.05 per
share in cash and 0.122 Molycorp shares based on Molycorp′s 20?day
volume weighted average price of US$26.66. Neo Materials shareholders
will have the right to elect their preferred consideration mix of cash
and newly issued Molycorp common stock, with the total consideration
being approximately 71.2 percent cash and approximately 28.8 percent
Molycorp common stock. The CDN$11.30 per share represents a premium of
approximately 42 percent to Neo Materials′ closing share price of
CDN$7.97 on March 8, 2012.


A summary of the details of the transaction can
be downloaded here
. The transaction will be implemented
through a court-approved Plan of Arrangement under Canadian law and is
subject to the approval of Neo Materials shareholders, relevant
regulatory approvals, and other customary closing conditions. The
transaction is expected to close in the second or third quarter of 2012.


Molycorp intends to finance the majority of the cash portion of the
consideration, and has obtained a committed financing facility from
Morgan Stanley and Credit Suisse. Permanent financing is expected to
include long-term debt, existing cash on hand of the combined company,
and the proceeds from any equity issuances. Funds allocated to Project
Phoenix Phase 1 and Phase 2 will not be used for this transaction.

THE COMBINATION OF MOLYCORP AND NEO MATERIALS


The combination of Molycorp and Neo Materials will expand Molycorp′s
geographic footprint across 11 countries and provide leading product
development, research, and sales capabilities. Additionally, Molycorp
will gain cutting-edge technologies and will leverage Neo Materials′
years of processing experience and knowledge, to better service the
Company′s customer base as well as new customer segments. This
transaction brings Neo′s direct operating and sales channels in China,
the world′s largest and fastest growing rare earth consuming nation. In
2010 and 2011, Neo Materials′ sales to China and Japan, collectively,
accounted for approximately 68 percent and 64 percent of sales,
respectively.


The combination will expand Molycorp′s technology portfolio to include
production of magnetic powders, and rare metals including gallium,
indium and rhenium, as well as zirconium oxide. This will enable
Molycorp to produce and market materials that are integral to a wide
variety of strategic technologies, including advanced electronics, thin
film photovoltaics, LEDs, flat screens, super alloys, catalytic
converters, mobile and smart phones, magnets, batteries. The addition of
Neo Materials′ expertise also will provide entry for Molycorp into
customer segments requiring value added, rare earth and rare metal
production capabilities ? up to 99.99999% purity for some elements.


'The industrial logic of this combination is highly compelling,? said
Constantine Karayannopoulos, President and Chief Executive Officer, Neo
Materials. 'We will be vertically integrating the world′s best rare
earth resource outside of China with the world′s best rare earth
processing technology company. The new enterprise will have the broadest
global coverage in the industry, as well as a strategic position in
high-value magnetic materials and rare and other strategic metals. We
look forward to this transaction and believe our employees, partners,
shareholders, and customers around the world will benefit greatly as a
result.?


Smith added, 'The combination of our businesses enhances our
Mine-to-Magnets vision and places Molycorp in all steps of the vertical
rare earth supply chain, reaching many new consumer segments across the
globe. It also allows us to reach new and highly specialized niche
segments that require value added, specialty products, given Neo
Materials′ downstream high value added materials for rare earth
applications ? a key differentiator and rationale behind this
transaction. We continue to place a high value on the expertise,
dedication, and commitment to excellence that Neo Materials′ people will
bring to our company, and I look forward to a rapid and seamless
integration of our organizations.?


'The Board of Directors and I believe the growth and profit potential of
this combination will be immediately accretive to Molycorp′ earnings and
will position the Company for strong returns for the future,? Smith
concluded.


Additional background information on Neo Materials can be seen in the
'Corporate and Investor Info/Presentations? section of Neo Materials′
website, located
here
.

CONFERENCE CALL WITH MOLYCORP AND NEO MATERIALS
LEADERS AT 8:30 A.M. EASTERN FRIDAY, MARCH 9


Molycorp and Neo Materials will conduct a conference call tomorrow
morning to discuss this announcement at 8:30 a.m. EST, hosted by Mark
Smith, Chief Executive Officer, Molycorp, Inc. and Constantine
Karayannopoulos, Chief Executive Officer, Neo Materials. Investors
interested in participating in the live call from the U.S. and Canada
should dial +1 (800) 322-5044 and reference passcode number 58842419.
Those calling from outside the U.S. and Canada should dial +1 (617)
614-4927 and use the same confirmation number. A telephone replay will
be available approximately two hours after the call concludes through
March 16, 2012 by dialing +1 (888) 286-8010 from the U.S. and Canada, or
+1 (617) 801-6888 from international locations, and entering passcode:
54274285.


There will also be a simultaneous live audio webcast available on the
Investor Relations section of Molycorp's website at http://www.molycorp.com/investors.
The webcast will be archived on the website for 90 days.

ABOUT MOLYCORP, INC.


With offices in the U.S., Europe, and Japan, Molycorp, Inc. is the only
U.S-based company that is fully integrated across the rare earth
mine-to-magnets supply chain. In addition to its current production of
rare earth oxides at its flagship rare earth mine and processing
facility at Mountain Pass, California, the Company produces rare earth
metals, rare earth alloys (such as neodymium-iron-boron and
samarium-cobalt alloys) and rare metals such as niobium and tantalum.
The rare earths and rare metals 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.

ABOUT NEO MATERIALS


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 business
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.

NO OFFER OR SOLICITATION


This press release is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law.

ADVISORS ON THE TRANSACTION


Morgan Stanley & Co. LLC acted as financial advisor to Molycorp, Morgan
Stanley & Co. LLC and Credit Suisse provided a committed financing
facility, and Jones Day and McCarthy T?trault LLP served as Molycorp′s
legal counsel. Cutfield Freeman and Co. acted as strategic advisors to
Molycorp in this transaction. GMP Securities L.P. served as Neo
Materials′ financial advisor, and Fogler, Rubinoff LLP and McDonald
Hopkins LLC acted as Neo Materials′ legal counsel and Stikeman Elliott
LLP acted as legal counsel to the special committee of the Board of
Directors of Neo Materials.

MOLYCORP SAFE HARBOR STATEMENT


This release contains forward-looking statements that represent
Molycorp′s beliefs, projections and predictions about future events or
Molycorp′s future performance. In particular, certain statements in this
release regarding the proposed acquisition of Neo Materials, including
those relating to the definitive arrangement agreement, the closing of
the proposed acquisition of Neo Materials and receipt of necessary
approvals, the expected consequences of the proposed acquisition of Neo
Materials and estimates regarding future results and financing plans,
are forward-looking statements. 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: the time required to consummate the proposed acquisition;
the satisfaction or waiver of conditions in the arrangement agreement;
any material adverse changes in the affairs of Neo Materials; the
ability to obtain required shareholder, regulatory, court or other
third-party approvals and consents and otherwise consummate the proposed
acquisition; 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 Materials
and achieve the expected results of the acquisition, including, without
limitation, the acquisition being accretive; Molycorp′s ability to
successfully obtain permanent financing to replace the bridge financing
in connection with 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
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 associated with
Molycorp′s reserve estimates and non-reserve deposit information;
uncertainties regarding global supply and demand for rare earths
materials; Molycorp′s ability to reach definitive agreements for a joint
venture to manufacture neodymium-iron-boron permanent rare earth
magnets; 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. Any forward-looking statement contained in this press release or
the Annual Report on Form 10-K 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.

NEO MATERIALS SAFE HARBOR STATEMENT


This release contains forward-looking statements that represent Neo
Material Technologies′ beliefs, projections and predictions about future
events or Neo Material Technologies′ future performance. In particular,
certain statements in this release regarding the proposed acquisition of
Neo Material Technologies by Molycorp., including those relating to the
definitive arrangement agreement, the closing of the proposed
acquisition and receipt of necessary approvals, the expected
consequences of the proposed acquisition and estimates regarding future
results and financing plans, are forward-looking statements.
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 Neo Material Technologies′ 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: the time required to consummate the proposed acquisition;
the satisfaction or waiver of conditions in the arrangement agreement;
any material adverse changes in the affairs of Neo Material Technologies
or Molycorp.; the ability to obtain required shareholder, regulatory,
court or other third-party approvals and consents and otherwise
consummate the proposed acquisition; the ability to achieve the
strategic and other objectives related to the proposed acquisition; the
ability to successfully integrate Neo Material Technologies and
Molycorp. and achieve the expected results of the acquisition; Neo
Material Technologies′ ability to continue to successfully implement its
business plans; and Molycorp′s ability to successfully implement its
business plans preceding and following the proposed acquisition
including those items specifically referenced in this press release.


For more information regarding these and other risks and uncertainties
that Neo Material Technologies may face, see the section entitled 'Risk
Factors? of Neo Material Technologies′ Annual Information Form for the
year ended December 31, 2010 and the section of Neo Material
Technologies′ Management′s Discussion and Analysis entitled 'Financial
Risk Management? for the quarterly period ended September 30, 2011 and
for the year ended December 31, 2010. Any forward-looking statement
contained in this press release reflects Neo Material Technologies′
current views with respect to future events and is subject to these and
other risks, uncertainties and assumptions relating to Neo Material
Technologies′ 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.
Neo Material Technologies 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.


Photos/Multimedia ?Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50198143&lang=en

Molycorp

Jim Sims, +1 (303) 843-8062

Vice President,
Corporate Communications

Jim.Sims@Molycorp.com

or

Brian
Blackman, +1 303-843-8021

Senior Manager, Investor Relations

IR@Molycorp.com

or

Neo
Materials


Ali Mahdavi, +1(416) 962-3300 ext. 225

Investor
Relations

amahdavi@neomaterials.com


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