General Counsel & Corporate Secretary of
Lockheed Martin and Former Managing Director of Goldman Sachs to
Join Board of North America’s Only Scaled Rare Earths Mining and
Processing Company
Fortress Value Acquisition Corp. (NYSE: FVAC) (“FVAC”), a
special purpose acquisition company sponsored by an affiliate of
Fortress Investment Group LLC, today announced that Maryanne Lavan,
Senior Vice President, General Counsel and Corporate Secretary for
Lockheed Martin Corporation, and Connie Duckworth, former Partner
and Managing Director of Goldman Sachs, have agreed to join the
board of directors of MP Materials Corp., which will be the
combined company upon the consummation of FVAC’s previously
announced merger with MP Materials.
Mses. Lavan and Duckworth will join other incoming Board Members
James Litinsky, Chairman and CEO of MP Materials; General Richard
Myers, former Chairman of the Joint Chiefs of Staff; Drew McKnight,
CEO of FVAC and Managing Partner of the Credit Funds at Fortress
Investment Group LLC; Randy Weisenburger, former CFO of Omnicom
Group, and Dan Gold, CEO of QVT Financial LP, as part of a dynamic
board of directors with diverse and complementary backgrounds in
areas critical to MP Materials’ business.
“We are thrilled to have Maryanne and Connie join our board of
directors,” said James Litinsky. “Maryanne’s experience as a member
of Lockheed Martin’s senior management and Connie’s deep financial
and operational expertise will be immensely valuable as we
transform this critical, world-class asset into a strong industrial
enterprise that will onshore jobs and power the growth of
industries central to our national and economic security.”
“MP Materials is uniquely positioned to restore a
sustainably-sourced rare earths supply chain to the United States,
which will provide substantial strategic and competitive benefits
to some of our fastest-growing and most technologically advanced
industries, including the defense sector,” said Maryanne Lavan. “I
am pleased to join the board at this important time in the
company’s development.”
“I look forward to working with the management team and fellow
board members in guiding the disciplined execution of MP Materials’
growth strategies and broadening relationships with government and
industries vital to our nation’s economic future,” said Connie
Duckworth. “I am energized not only by the business potential of MP
Materials, but by the clear benefits the company’s success will
provide for our national interests more broadly.”
Ms. Lavan is the Senior Vice President, General Counsel and
Corporate Secretary of Lockheed Martin Corporation (NYSE: LMT), a
global security and aerospace company principally engaged in the
research, design, development, manufacture, integration and
sustainment of advanced technology systems, products and services
operating in four business segments: Aeronautics, Missiles and Fire
Control, Rotary and Mission Systems and Space. In this role, she is
responsible for the legal affairs and law department of Lockheed
Martin, including serving as counsel to its senior leadership and
Board of Directors. She previously served as the Vice President of
Corporate Internal Audit for Lockheed Martin, providing independent
assessments of governance, internal controls, and risk management.
She joined Lockheed Martin in 1990. Ms. Lavan graduated magna cum
laude from the State University of New York at Albany with a
Bachelor of Science degree. She received her juris doctor degree
from the Washington College of Law, American University. Ms. Lavan
is a member of the Public Contract Law Section of the American Bar
Association. She serves on the governing bodies for the Leadership
Council on Legal Diversity, Equal Justice Works, Council for Court
Excellence, University at Albany Foundation, and Fordham
University.
Ms. Duckworth is a former Partner and Managing Director of
Goldman Sachs, and retired in 2000, following a nineteen-year
career. She was named Partner in 1990, the first woman sales and
trading partner in the firm’s history. After Goldman Sachs, Ms.
Duckworth founded ARZU in 2004 to empower destitute women weavers
in rural Afghanistan and served pro bono as its Chairman and CEO
until its merger with UK-based Turquoise Mountain in 2019. Ms.
Duckworth is a Trustee of Equity Residential (NYSE: EQR) in Chicago
and a Director of Steelcase Inc. (NYSE: SCS) in Grand Rapids,
Michigan. Previously, she served on the Boards of Directors of
Northwestern Mutual, Russell Investment Group, Nuveen Investments,
Smurfit Stone Container Corporation, and DNP Select Income Fund. In
her philanthropic work, Ms. Duckworth is a Trustee of the
University of Pennsylvania, an Overseer of The Wharton School, and
a member of the International Board of Advisors of the University
of Texas at Austin. She serves on the Board of NorthShore
University HealthSystem, in Evanston, Illinois, where she was the
first and only woman Chairman of the Board. She is a founding
member of the U.S.-Afghan Women’s Council in Washington, D.C., and
a member of the Bush Institute’s Women’s Initiative Policy Advisory
Council in Dallas. The recipient of numerous awards for leadership,
social impact and innovation, Ms. Duckworth holds an M.B.A. from
the Wharton School and a B.A. from the University of Texas at
Austin.
On July 15, 2020, FVAC announced a definitive agreement to merge
with MP Materials. Upon completion of the transaction, the combined
company will be named MP Materials Corp. and will remain
NYSE-listed under the new ticker symbol "MP". On August 27, 2020,
FVAC filed with the U.S. Securities and Exchange Commission (“SEC”)
a registration statement on Form S-4 (the “Registration
Statement”), which includes a preliminary proxy statement/consent
solicitation/prospectus in connection with the proposed merger. The
transaction has been approved by the FVAC Board of Directors and
remains subject to shareholder approval, the Registration Statement
being declared effective by the SEC, and other customary closing
conditions. The transaction is expected to close in the fourth
quarter of 2020.
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 250 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.
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. 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 transaction; 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 transaction; the risk that
the approval of the shareholders 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 transaction; 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 transaction or in the future; the impact of the global
COVID-19 pandemic on any of the foregoing risks; and those factors
discussed in FVAC’s preliminary registration statement on Form S-4
(the “Registration Statement”) filed on August 27, 2020 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 shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction. This press release relates to a proposed business
combination between FVAC and MP Materials.
Additional Information About the Proposed Business
Combination and Where To Find It
The proposed business combination will be submitted to
stockholders of FVAC for their consideration and approval at a
special meeting of stockholders. FVAC filed a preliminary
Registration Statement with the SEC on August 27, 2020, which
includes a preliminary proxy statement in connection with FVAC’s
solicitation of proxies for the vote by FVAC’s stockholders in
connection with the proposed 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 proposed business combination, as well as the
preliminary 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. After the Registration
Statement has been declared effective, FVAC will mail a definitive
proxy statement and other relevant documents to its stockholders as
of the record date established for voting on the proposed business
combination. FVAC’s stockholders and other interested persons
are advised to read the preliminary proxy statement and any
amendments thereto and, once available, the definitive proxy
statement / consent solicitation / prospectus, in connection with
FVAC’s solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the
proposed business combination, because these documents will contain
important information about FVAC, MP Materials and the proposed
business combination. Stockholders may also obtain a copy of
the preliminary proxy statement / consent solicitation /
prospectus, or definitive proxy statement / consent solicitation /
prospectus once available, as well as other documents filed with
the SEC regarding the proposed 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).
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.
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.
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 proposed 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 proposed
business combination will be set forth in FVAC’s proxy
statement/prospectus when it is filed with the SEC. You can find
more information about FVAC’s directors and executive officers in
FVAC’s preliminary Registration Statement filed with the SEC on
August 27, 2020. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is included
in FVAC’s preliminary proxy statement/prospectus and definitive
proxy statement/prospectus when it becomes available. Stockholders,
potential investors and other interested persons should read the
proxy statement/prospectus carefully before making any voting or
investment decisions. These documents can be obtained free of
charge from the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200921005217/en/
For MP Materials: Investors: Ellipsis Jeff Majtyka
/ Taylor Krafchik IR@mpmaterials.com
Media: Gasthalter & Co. Jonathan Gasthalter / Carissa
Felger MPM@Gasthalter.com 212-257-4170
For FVAC: Gordon E. Runté Managing Director Fortress
Investment Group LLC 212-798-6082
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