HOFFMAN ESTATES, Ill.,
March 3, 2014 /PRNewswire/
-- AMCOL International Corporation (NYSE: ACO) ("AMCOL" or the
"Company") today confirmed that it has received a revised,
unsolicited proposal from Minerals Technologies Inc. (NYSE: MTX)
("MTI") to acquire all of the outstanding shares of the Company at
a price per share of $45.00 in cash
(the "Revised MTI Proposal"). The Revised MTI Proposal is
dependent on MTI's receipt of sufficient financing for the
transaction pursuant to MTI's commitment letter with its lenders
and proposes the payment by MTI of a reverse break-up fee to the
Company if such financing is not obtained.
As previously announced, on February 26, 2014, AMCOL
entered into an amended merger agreement with Imerys S.A. (the
"Imerys Agreement") pursuant to which AMCOL shareholders would
receive $42.75 per share in cash for
each share of AMCOL common stock that they own.
The AMCOL Board of Directors has determined in good faith, after
consultation with its financial and legal advisors, that the
Revised MTI Proposal could reasonably be expected to lead to a
"Superior Proposal" as defined in the Imerys Agreement. There
can be no assurance that AMCOL's Board of Directors will determine
the Revised MTI Proposal to be superior to the Imerys
Agreement. Furthermore, the AMCOL Board of Directors
continues to recommend the transaction with Imerys to its
stockholders and is not withdrawing its recommendation, or
proposing to do so, at this time.
Goldman, Sachs & Co. is serving as exclusive financial
advisor to the Company and Kirkland & Ellis LLP is serving as
counsel to the Company.
About AMCOL
AMCOL, headquartered in Hoffman Estates, IL., USA, produces and
markets a wide range of specialty minerals and materials used for
industrial, environmental and consumer-related applications. AMCOL
is the parent of American Colloid Co., CETCO (Colloid Environmental
Technologies Company), CETCO Oilfield Services Company and the
transportation operations, Ameri-co Carriers, Inc. and Ameri-co
Logistics, Inc. AMCOL's common stock is traded on the New York
Stock Exchange under the symbol ACO. AMCOL's web address is
www.amcol.com
Forward-Looking Statements
This communication contains
certain forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements generally
include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as
"believes," "plans," "anticipates," "projects," "estimates,"
"expects," "intends," "strategy," "future," "opportunity," "may,"
"will," "should," "could," "potential," or similar expressions.
Such forward-looking statements include the ability of Imerys and
the Company to complete the transactions contemplated by the Imerys
Agreement, including the parties' ability to satisfy the conditions
to the consummation of the tender offer and the other conditions
set forth in the Imerys Agreement and the possibility of any
termination of the Imerys Agreement. The forward-looking statements
contained in this document are based on current expectations and
assumptions that are subject to risks and uncertainties which may
cause actual results to differ materially from the forward-looking
statements. Actual results may differ materially from current
expectations because of risks associated with uncertainties as to
the timing of the tender offer and the subsequent merger;
uncertainties as to how many of the Company's stockholders will
tender their shares of common stock in the tender offer; the
possibility that competing offers or acquisition proposals will be
made; the possibility that various conditions to the consummation
of the tender offer or the merger may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the offer or the merger;
the effects of disruption from the transactions on the Company's
business and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain
relationships with employees, suppliers and other business
partners; the risk that stockholder litigation in connection with
the tender offer or the merger may result in significant costs of
defense, indemnification and liability; other risks and
uncertainties pertaining to the business of the Company detailed in
its filings with the Securities and Exchange Commission (the "SEC")
from time to time, including the Company's most recent Annual
Report on Form 10-K for the year ended December 31, 2012. The
reader is cautioned not to unduly rely on these forward-looking
statements. Imerys and the Company expressly disclaim any intent or
obligation to update or revise publicly these forward-looking
statements except as required by law.
Additional Information and Where to Find It
This
communication is not an offer to buy nor a solicitation of an offer
to sell any securities of the Company. The solicitation and the
offer to buy shares of the Company's common stock has been made
pursuant to a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and other related
materials that Parent or Purchaser has filed with the SEC. In
addition, the Company has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. The Company and Imerys have mailed
these documents to the Company's stockholders. In addition,
investors are able to obtain the tender offer statement on Schedule
TO, the offer to purchase, the Solicitation/Recommendation
Statement of the Company on Schedule 14D-9 and related materials
with respect to the tender offer and the merger, free of charge at
the SEC's website at www.sec.gov. Investors may also obtain, at no
charge, any such documents filed with or furnished to the SEC by
the Company under the "Investors" section of the Company's website
at www.amcol.com. Investors are advised to read these
documents, including the Solicitation/Recommendation Statement of
the Company and any amendments thereto, as well as any other
documents relating to the tender offer and the merger that are
filed with the SEC, carefully and in their entirety prior to making
any decisions with respect to the tender offer because they contain
important information, including the terms and conditions of the
tender offer.
AMCOL Investor Relations Contact:
Donald W. Pearson
Senior Vice President and CFO
Tel. (847) 851-1500
AMCOL Media Relations Contact:
Eric Brielmann / Scott Bisang
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
SOURCE AMCOL International Corporation