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Neo Material Technologies responds to Amended Pala Offer and waives proxy deposit deadline for meeting- 2009-04-22

Neo Material Technologies responds to Amended Pala Offer and waives proxy deposit deadline for meeting
2009-04-22 00:00

Neo Material Technologies responds to Amended Pala Offer and waives proxy deposit deadline for meeting

TORONTO, Apr 22, 2009 (Canada NewsWire via COMTEX News Network) --
Neo Material Technologies Inc. ("Neo" or the "Company") (TSX: NEM) announced today that its Special Committee, in consultation with its independent financial and legal advisors, will consider and evaluate the amended terms of the unsolicited partial offer (the "Amended Pala Offer") by Pala Investments Holdings Limited ("Pala"), and will make a recommendation to the Board of Directors that is in the best interests of the Company and its shareholders.

Pala's increased offer price of Cdn.$1.70 per share represents a mere 1.8% premium to the closing price of Cdn.$1.67 per Neo share on the Toronto Stock Exchange ("TSX") on April 21, 2009, the date Pala announced its amended offer. Today's closing price was Cdn.$1.68 per Neo share.

The Special Committee believes that the Amended Pala Offer, pursuant to which Pala is seeking a 29.9% interest, effectively constitutes an acquisition for control of Neo given historical shareholder voting levels. The Special Committee, in consultation with its financial advisors, also continues to believe that there is sufficient liquidity in the trading of Neo's shares. Since Pala first announced its intention to make a partial offer, in excess of 12 million Neo shares have traded on the TSX.

The expiry date of the Amended Pala Offer is May 15, 2009. Shareholders are advised not to take any action until the Special Committee has fully reviewed the amended offer and the Board of Directors has issued a formal recommendation to shareholders.

As the Amended Pala Offer was announced less than 24 hours prior to the proxy deposit deadline in respect of the annual and special meeting of shareholders which will take place this Friday, April 24, 2009, the Company has confirmed that the proxy deposit deadline has been waived to permit shareholders to deposit proxies until the commencement of the meeting.

The Board of Directors continues to recommend that shareholders vote FOR the new shareholders rights plan (the "New Rights Plan"), which would prevent Pala's attempt to acquire effective control of Neo through a partial bid. If approved, the New Rights Plan will only remain in effect until the 2010 annual meeting of shareholders.

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