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Pala Presents Information to Shareholders of Neo Materials

Thu. April 16, 2009; Posted: 11:00 AM
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TORONTO, Apr 16, 2009 (BUSINESS WIRE) -- NEMFF | Quote | Chart | News | PowerRating -- Pala Investments Holdings Limited ("Pala") today posted online a presentation highlighting the benefits to all shareholders of its premium partial offer (the "Pala Partial Offer" or "Offer") to acquire shares of Neo Material Technologies Inc. ("Neo"; TSX: NEM). Pala's full presentation can be viewed on its website at www.pala.com/neo.

In the presentation, Pala details how the Offer will benefit all shareholders of Neo. For shareholders who wish to exit, the Offer provides liquidity at a significant premium. For shareholders that wish to remain with Neo, the Offer allows Pala to provide the strategic support and guidance required to support Neo's growth opportunities. This support is essential to equip Neo to grow prior to the expiry of crucial patents in 2014 that currently cover almost all of its earnings. The second shareholders rights plan (the "Plan") must be voted down by Neo's shareholders, or otherwise waived or cease traded, in order to allow the Pala Partial Offer to proceed and be open to shareholders.

A Vote Against Unfair Second Shareholder Rights Plan

As Neo's largest shareholder and a financial investor, Pala is focused on enhancing shareholder value for the benefit of all shareholders. The reasons why Pala has voted against the Plan include:

-- The Plan strips Neo's shareholders of a fundamental investment right; the ability to sell their shares at the time of their choosing. This disadvantages shareholders desiring immediate liquidity.

-- Neo is currently in the unprecedented position of having two operative shareholders rights plans in place. The second Plan has been put in place solely to prevent shareholders from taking advantage of the Pala Partial Offer, or any other partial offer.

-- The Plan deprives shareholders who wish to remain invested in Neo of the benefits of having Pala (or any other company) serve as a cornerstone shareholder providing strategic support for the company.

The independent voting advisory service RiskMetrics Group , a leading provider of risk management and corporate governance products and services, has also issued its voting recommendation that Neo shareholders vote against the second Plan at the upcoming special meeting of Neo shareholders.

"The board of Neo appears intent on entrenching itself and using defense tactics that ultimately destroy shareholder value. They have removed shareholders' decision-making ability for the sole reason of blocking shareholders from their right to tender to the Offer. Pala is concerned by the negative impact that the Plan will have if passed," said Jan Castro, Managing Director, Pala Investments AG, advisor to Pala.

On February 25, 2009 Pala announced a premium partial offer of C$1.40 per share in cash to acquire up to a maximum of 23 million of the outstanding common shares of Neo Material Technologies Inc. The Offer represents a significant premium of 27% over the closing price of the Neo common shares on the TSX on February 6, 2009, the last trading day prior to Pala's announcement of its intention to make the Offer. It also represents a premium of approximately 24% over the volume-weighted average trading price of Neo shares on the TSX's last 20 trading days before the announcement. Pala is not seeking a majority interest in Neo and is prepared to acquire whatever shares are tendered on a pro rata basis up to 23 million shares. The Offer remains open until 5:00 p.m. Eastern Time, April 27, 2009.

Pala's Offer is subject to customary conditions and regulatory approvals. The full terms of the Offer and its conditions are included in a takeover bid circular filed with Canadian securities regulators and mailed to shareholders. The circular is available at www.sedar.com.

About Pala

Pala Investments Holdings Limited, based in Jersey, Channel Islands, is a US$1.0 billion multi-strategy investment company with a particular focus on mining and natural resource companies in both developed and emerging markets. Pala Investments' exclusive investment advisor, Pala Investments AG, is a Switzerland-based team with extensive experience within the mining and natural resource sectors. Pala Investments seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions.

This press release contains summary information only about the offer by Pala. Complete information about the Offer is available by referring to the offer and takeover bid circular filed with Canadian securities regulators.

Certain statements in the press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the expectations of Pala include, among other things, general business and economic conditions globally or in particular geographic regions in which Neo and its subsidiaries conduct business, the failure to meet certain conditions of the offer, the inability to attract and retain qualified employees, competition, regionally and internationally, changes in law, disruptions in business operations due to reorganization activities, and interest rate and foreign currency fluctuations. Such forward-looking statements should therefore be construed in light of such factors, and Pala is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Information concerning Neo contained in this press release and has been taken from, or is based upon, publicly available information and records on file with Canadian securities regulatory authorities and other public sources. Neo has not reviewed this press release and has not confirmed the accuracy and completeness of the information in respect of Neo contained herein. Although Pala has no knowledge that would indicate that any statements contained herein concerning Neo taken from or based on such documents and records are untrue or incomplete, neither Pala, nor any of its affiliates, nor any of their respective directors or officers, assumes any responsibility for the accuracy or completeness of such information or for any failure of Neo or its directors or officers to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to it.

The offer is being made for the securities of a Canadian issuer and the offer is subject to Canadian disclosure requirements. Shareholders should be aware that such disclosure requirements are different from those of the United States.

SOURCE: Pala Investments Holdings Limited

Pala Investments AG 
Colin Murray 
+41-41-560-9070 
or 
Edelman Public Relations 
Katie Clark 
1-416-979-1120 ext. #231 
or 
Shareholders: 
Kingsdale Shareholder Services 
1-866-581-0512
For full details for NEMFF click here.

    


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