Special Stockholder Meeting Scheduled for
Friday, November 13th, 2020
Fortress Value Acquisition Corp. (“FVAC”) (NYSE: FVAC), a
special purpose acquisition company sponsored by an affiliate of
Fortress Investment Group LLC (“Fortress”), today announced that
the U.S. Securities and Exchange Commission (“SEC”) has declared
effective the registration statement on Form S-4 (File No.
333-248433) (as amended to the date hereof, the ”Registration
Statement”), which includes a proxy statement/consent
solicitation/prospectus in connection with its special meeting of
stockholders to consider the previously announced business
combination (the “Business Combination”) with MP Materials (“MP
Materials”). MP Materials is the owner and operator of Mountain
Pass, the only rare earth mining and processing site of scale in
North America. FVAC has commenced mailing the definitive proxy
statement/consent solicitation/prospectus relating to the special
meeting, which will be held on Friday, November 13, 2020. The proxy
statement/consent solicitation/prospectus is being mailed to FVAC’s
stockholders of record as of the close of business on October 12,
2020 (the “Record Date”). Should the Business Combination be
approved by stockholders, FVAC and MP Materials anticipate closing
the Business Combination the week of November 16, 2020, subject to
satisfaction or waiver of customary closing conditions.
Additional Information About the
Business Combination and Where to Find It
The Registration Statement includes a proxy statement in
connection with FVAC’s solicitation of proxies for the vote by
FVAC’s stockholders in connection with the Business Combination and
other matters as described in the Registration Statement, and a
consent solicitation statement in connection with MP Materials’ and
SNR’s solicitation of consent by their respective unitholders in
connection with the Business Combination, as well as the prospectus
relating to the offer of the securities to be issued to MP
Materials’ and SNR’s unitholders in connection with the completion
of the Business Combination. FVAC is mailing a definitive proxy
statement and other relevant documents to its stockholders as of
the Record Date. FVAC’s stockholders and other interested
persons are advised to read the definitive proxy statement/consent
solicitation/prospectus, in connection with FVAC’s solicitation of
proxies for its Special Stockholder Meeting to be held to approve,
among other things, the Business Combination, because these
documents contain important information about FVAC, MP Materials
and the Business Combination. Stockholders may also obtain a
copy of the definitive proxy statement/consent
solicitation/prospectus, as well as other documents filed with the
SEC regarding the Business Combination and other documents filed
with the SEC by FVAC, without charge, at the SEC’s website located
at www.sec.gov or by directing a request to 1345 Avenue of the
Americas, 46th Floor, New York, New York 10105, Attention: R.
Edward Albert III, President (ealbert@fortress.com), CC: Alexander
Gillette (agillette@fortress.com).
Participants in the
Solicitation
FVAC, MP Materials and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from FVAC’s stockholders in connection
with the Business Combination. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of FVAC’s stockholders in connection with the Business
Combination is set forth in proxy statement/consent
solicitiation/prospectus as filed with the SEC. You can find more
information about FVAC’s directors and executive officers in the
Registration Statement. Stockholders, potential investors and other
interested persons should read the proxy statement/consent
solicitation/prospectus carefully before making any voting or
investment decisions. These documents can be obtained free of
charge from the sources indicated above.
About MP Materials
MP Materials is the owner and operator of the Mountain Pass Rare
Earth Mining and Processing facility, the only integrated site of
its kind in the Western Hemisphere. With over 270 employees, MP
Materials produces approximately 15% of global rare earth
materials, essential for the development of technologies such as
defense systems, smartphones, drones, and electric vehicles. It
operates a green mining and processing facility and is currently
one of the lowest-cost producers of rare earth concentrate. MP
plays a leadership role in advocating for a more robust and
competitive rare earths industry in the U.S. More information is
available at https://mpmaterials.com/.
About Fortress Value Acquisition
Corp.
Fortress Value Acquisition Corp. is a special purpose
acquisition company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses, and is sponsored by an affiliate of Fortress Investment
Group LLC.
Forward-Looking
Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of the words such as “ estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “target,” or similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of other
financial and performance metrics and projections of market
opportunity and expectations related to the timing of the
transaction, including the anticipated closing date for the
Business Combination. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of MP Materials’ and FVAC’s management
and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of MP Materials and FVAC. These forward-looking
statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the
parties to successfully or timely consummate the Business
Combination; the risk that any required regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the Business Combination; the risk that the
approval of the stockholders of MP Materials or stockholders of
FVAC is not obtained; the risk that any of the conditions to
closing are not satisfied in the anticipated manner or on the
anticipated timeline; failure to realize the anticipated benefits
of the Business Combination; risks relating to the uncertainty of
the projected financial information with respect to MP Materials;
risks related to the rollout of MP Materials’ business strategy and
the timing of expected business milestones; risks related to MP
Materials’ arrangements with Shenghe; the effects of competition on
MP Materials’ future business; risks related to political and
macroeconomic uncertainty; the amount of redemption requests made
by FVAC’s public stockholders; the ability of FVAC or the combined
company to issue equity or equity-linked securities in connection
with the Business Combination or in the future; the impact of the
global COVID-19 pandemic on any of the foregoing risks; and those
factors discussed in the Registration Statement under the heading
“Risk Factors,” and other documents of FVAC filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that neither FVAC nor MP Materials presently know
or that FVAC and MP Materials currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect FVAC’s and MP Materials’ expectations, plans or
forecasts of future events and views as of the date of this press
release. FVAC and MP Materials anticipate that subsequent events
and developments will cause FVAC’s and MP Materials’ assessments to
change. However, while FVAC and MP Materials may elect to update
these forward-looking statements at some point in the future, FVAC
and MP Materials specifically disclaim any obligation to do so,
unless required by applicable law. These forward-looking statements
should not be relied upon as representing FVAC’s and MP Materials’
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Disclaimer
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended. This press release relates to a proposed business
combination between FVAC and MP Materials.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201027005869/en/
For MP Materials: Investors: Ellipsis Jeff Majtyka
/ Taylor Krafchik IR@mpmaterials.com
Media: Edelman Julia Sahin Julia.Sahin@edelman.com
For FVAC: Gordon E. Runté Managing Director Fortress
Investment Group LLC 212-798-6082
Fortress Value Acquisition (NYSE:FVAC)
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Fortress Value Acquisition (NYSE:FVAC)
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