NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO (Jan. 08, 2018) Neo Performance Materials Inc. (the “Company”) (TSX:NEO) announced today that, further to its recently completed initial public offering by way of secondary offering (the “Offering”) of common shares of the Company (the “Common Shares”) by the Company’s majority shareholder, OCM Neo Holdings (Cayman), L.P. (the “Selling Shareholder”), an affiliate of certain funds and accounts managed by Oaktree Capital Management, L.P. (“Oaktree”), the underwriters have exercised the over-allotment option (the “Over-Allotment Option”) in part for the purchase of an additional 1,100,000 Common Shares at a price of $18.00 per Common Share for additional gross proceeds to the Selling Shareholder of $19,800,000. The sale of the additional Common Shares today by the Selling Shareholder brings the total gross proceeds of the Offering to $219,870,000.
The Offering was made through a syndicate of underwriters led by Scotiabank and RBC Capital Markets acting as joint bookrunners, and Cormark Securities Inc. acting as co-lead underwriter, and included CIBC World Markets Inc., Barclays Capital Canada Inc., Canaccord Genuity Corp., GMP Securities L.P. and Raymond James Ltd.
Prior to the exercise of the Over-Allotment Option, the Selling Shareholder, together with OPPS NPM II SARL, an entity managed by an affiliate of the Selling Shareholder and Oaktree, held an aggregate of 27,316,655 Common Shares, representing an approximate 68.4% equity interest in the Company. After giving effect to the sale of 1,100,000 Common Shares (the “Over-Allotment Shares”) pursuant to the exercise of the Over-Allotment Option, Oaktree beneficially holds an aggregate of 26,216,655 Common Shares, representing approximately 65.7% of the issued and outstanding Common Shares.
Oaktree disposed of the Over-Allotment Shares in the ordinary course of Oaktree’s business operations. Oaktree intends to hold its Common Shares for investment purposes. Oaktree may from time to time, depending on market and other conditions, acquire additional Common Shares or dispose of Common Shares through market transactions, private agreement or otherwise.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report with additional information in respect of the foregoing matters will be filed and made available on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under the Company’s issuer profile. A copy of such report may also be obtained by contacting Anna Matanovic of Fogler, Rubinoff LLP, on behalf of Oaktree, at telephone number (416) 864-9700.
No securities regulatory authority has either approved or disapproved the contents of this news release. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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About Neo Performance Materials
Neo Performance Materials is a global leader in the innovation and manufacturing of rare earth- and rare metal-based functional materials, which are essential inputs to high technology, high growth, future-facing industries. The business of the Company is organized along three segments: Magnequench, Chemicals & Oxides and Rare Metals. The Company is headquartered in Toronto, Ontario, Canada; with corporate offices in Greenwood Village, Colorado, US; and Beijing, China. The Company operates globally with sales and production across 10 countries, being Japan, China, Thailand, Estonia, Singapore, Germany, United Kingdom, Canada, United States, and South Korea. For more information, please visit www.neomaterials.com.
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