LOS ANGELES, Aug. 26, 2022 /CNW/ - Oaktree Capital Management, L.P. ("Oaktree") announced today that OPPS NPM SARL ("OPPS NPM" or the "Selling Shareholder"), a fund affiliated with Oaktree, entered into a share purchase agreement (the "Agreement") with Hastings Technology Metals Limited ("Hastings") (ASX: HAS) to sell a significant portion of its remaining equity interest in common shares ("Common Shares") of Neo Performance Materials Inc. ("Neo") (TSX: NEO) (the "Transaction").
Under the terms of the Agreement, at the closing of the Transaction, OPPS NPM will dispose of 8,974,127 Common Shares (the "Subject Shares") to Hastings for CAD$15.00 per share, representing aggregate consideration of approximately CAD$134.6 million.
Closing of the Transaction is subject to receipt of approval by shareholders of Hastings (in respect of the issue of equity securities by Hastings in connection with its funding of the Transaction), required regulatory approvals in Australia and in Canada, and other customary closing conditions.
Prior to the Transaction, Oaktree (through the Selling Shareholder) held 9,878,155 Common Shares (including the Subject Shares), representing approximately 24.3% of the issued and outstanding Common Shares. Pursuant to the Transaction, OPPS NPM will dispose of beneficial ownership of the Subject Shares, representing approximately 22.1% of the issued and outstanding Common Shares. Following completion of the Transaction, Oaktree (through the Selling Shareholder) will hold 904,028 Common Shares, representing approximately 2.2% of the issued and outstanding Common Shares (or approximately 2.2% of the issued and outstanding Common Shares on a fully diluted basis) (assuming the number of issued and outstanding Common Shares on a non-diluted basis as of closing is 40,681,902 and on a fully diluted basis as of closing is 41,001,055).
As part of the Transaction, the Selling Shareholder has agreed to cause its nominees on the board of directors of Neo to resign as soon as possible following the closing.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers ("NI 62-013") in connection with the Transaction. 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 Neo's issuer profile. A copy of such report may also be obtained by contacting Ivan Grbešic of Stikeman Elliott LLP, on behalf of Oaktree, at telephone number (416) 869-5229 or by email at igrbesic@stikeman.com.
Following the completion of the Transaction, Oaktree intends to hold its remaining 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, public offerings, private agreement or otherwise.
No securities regulatory authority has either approved or disapproved of this news release.
SOURCE Oaktree Capital Management, L.P.
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