HOFFMAN ESTATES, Ill.,
March 4, 2014 /PRNewswire/ -- AMCOL
International Corporation (NYSE: ACO) ("AMCOL" or the "Company")
today announced that its Board of Directors has unanimously
approved an amended merger agreement with Imerys S.A. ("Imerys"),
pursuant to which AMCOL shareholders will receive USD $45.25 per share in cash, an increase of
$2.50 per share, for each share of
AMCOL common stock that they own, without interest. The
$45.25 per share consideration
represents an approximately 31.8% premium to the volume weighted
average closing price of the Company's common stock over the last
30 trading days through February 11,
2014, the day prior to the announcement of the original
transaction. The transaction is valued at approximately
$1.7 billion, including AMCOL's net
debt.
Pursuant to the amended merger agreement, Imerys has agreed to
increase its tender offer for 100% of AMCOL's outstanding shares to
$45.25 per share in cash.
Imerys' tender offer remains subject to customary conditions,
including the tender of a majority of AMCOL's total outstanding
shares of common stock and shares issuable under equity awards, and
clearance from antitrust regulatory authorities. The
transaction is not subject to any financing condition and is
expected to close in the first half of 2014. The AMCOL Board
of Directors unanimously recommends that shareholders tender their
shares into Imerys' tender offer.
AMCOL further announced that today it received a revised
proposed merger agreement from Minerals Technologies Inc. (NYSE:
MTX) ("MTI") to acquire AMCOL for $45.00 per share in cash. The revised
proposed merger agreement would provide AMCOL with the right to
specifically enforce MTI's obligation to close the
transaction. The revised proposed merger agreement removes
provisions from MTI's previous draft agreement that made the
transaction contingent on MTI's receipt of sufficient financing for
the transaction pursuant to MTI's commitment letter with its
lenders and that provided, in lieu of such specific enforcement
remedy, for the payment by MTI of a reverse break-up fee to the
Company if such financing were not obtained. Today's revised
proposal did not, however, increase MTI's offer price of
$45.00 per share in cash.
AMCOL also announced that its Board of Directors, after careful
review and consideration with its financial and legal advisors,
compared the relative merits of such further revised proposal
from MTI to the increased offer reflected in the amended merger
agreement with Imerys and unanimously determined that the latest
Minerals Technologies proposal is not superior to the terms of the
amended merger agreement with Imerys.
Ryan McKendrick, Chief Executive
Officer of AMCOL, commented, "The AMCOL Board has been focused on
achieving the best possible outcome for our shareholders throughout
this process, and the amended merger agreement announced today
further demonstrates our commitment to acting in the best interests
of all shareholders."
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, LLC), CETCO Energy 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. The parties
will make additional filings with the SEC to reflect their entry
into the merger agreement amendment. 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