Toronto, Ontario – Martinrea International Inc. (TSX: MRE) (“Martinrea” or the “Company”) announced today it filed an early warning report in connection with the acquisition by Martinrea pursuant to a private purchase agreement of an aggregate of 1,000,000 common shares of NanoXplore Inc. (“NanoXplore”) for an aggregate purchase price of $4,000,000 on February 12, 2021 from Mr. Soroush Nazarpour, President and Chief Executive Officer of NanoXplore (the “Share Acquisition”). The Share Acquisition closed concurrently with the closing of a public offering by NanoXplore of 11,500,000 common shares on February 12, 2021 (the “Offering”).
After the Share Acquisition, Martinrea holds 35,045,954 common shares of NanoXplore, or 22.2% of NanoXplore’s issued and outstanding common shares, which represents a 2.8% decrease in ownership from 25.0% disclosed in Martinrea’s last early warning report dated September 9, 2019. This decrease in ownership is due to the acquisition of 3,846,154 common shares of NanoXplore during the second quarter of 2020 pursuant to a private placement offering by NanoXplore of 19,230,800 common shares, the conversion by NanoXplore of 10,000 convertible debentures during the fourth quarter of 2020, stock options exercised at NanoXplore during fiscal year 2020, and the completion of the Offering and the closing of the Share Acquisition in the first quarter of 2021.
Martinrea expects to evaluate on an ongoing basis NanoXplore’s financial condition, results of operations, business and prospects, the market price of the NanoXplore shares (the “Shares”), conditions in securities markets generally and in the market for shares of companies like NanoXplore, general economic and industry conditions and other factors Martinrea deems relevant to its investment decisions. Based on such evaluations, Martinrea may at any time or from time to time determine to acquire additional shares, or securities convertible into or exchangeable for Shares or derivatives relating to shares, or to dispose of shares or securities convertible into or exchangeable for shares or derivatives relating to shares Martinrea owns or may hereafter acquire, through open market or privately negotiated transactions or otherwise, at such prices and on such terms as Martinrea deems advisable. Martinrea intends to monitor its investment in the Shares. Martinrea and its representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning NanoXplore. In addition, based on Martinrea’s continuing evaluation of the foregoing factors, Martinrea reserves the right to change its plans and intentions at any time or from time to time, as it deems appropriate. Martinrea is relying on the private agreement exemption in section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids, in connection with the Share Acquisition. The above referenced early warning report relating to this press release has been filed on System for Electronic Document Analysis and Review (SEDAR) at www.sedarplus.ca under NanoXplore’s issuer profile. For further information or to obtain a copy of the early warning report, please contact Fred Di Tosto, Chief Financial Officer of Martinrea.
Martinrea is a diversified and global automotive supplier engaged in the design, development and manufacturing of highly engineered, value-added Lightweight Structures and Propulsion Systems. Martinrea operates in 57 locations in Canada, the United States, Mexico, Brazil, Germany, Slovakia, Spain, China, South Africa and Japan. Martinrea’s vision is making lives better by being the best supplier we can be in the products we make and the services we provide. For more information on Martinrea, please visit www.martinrea.com. Follow Martinrea on Twitter and Facebook.
This press release contains forward-looking statements within the meaning of applicable Canadian securities laws including the Company’s future intentions with respect to the shares it holds in NanoXplore, the value of the strategic relationship with NanoXplore; the possibility of acquiring or disposing of securities in the future, the intention to monitor its investments and related considerations and possible discussions with other persons about NanoXplore, as well as other forward-looking statements. The words “continue”, “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “views”, “intend”, “believe”, “plan”, “outlook” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. Furthermore, the forward-looking statements contained in this press release are made as at the date of this press release and Martinrea does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
The common shares of Martinrea trade on the Toronto Stock Exchange under the symbol “MRE”.
For further information, please contact:
Fred Di Tosto, Chief Financial Officer
Martinrea International Inc.
3210 Langstaff Road
Vaughan, Ontario L4K 5B2