UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMCOL International Corporation
(Name of Subject Company)
AMCOL
International Corporation
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
02341W103
(CUSIP Number
of Class of Securities)
Ryan McKendrick
Chief Executive Officer
AMCOL International Corporation
2870 Forbs Avenue
Hoffman Estates, Illinois 60192
(847) 851-1500
With
copies to:
R. Scott Falk, P.C.
Richard M. Brand
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
(312) 862-2000
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
This Schedule 14D-9 filing consists of the joint press release issued by AMCOL International
Corporation, a Delaware corporation (the
Company
), and Minerals Technologies Inc., a Delaware corporation (MTI), on March 10, 2014 announcing the execution of an Agreement and Plan of Merger (the
Merger
Agreement
), dated March 10, 2014, by and among the Company, MTI and MA Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of MTI (
Purchaser
).
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 MTI and the Company to complete the transactions contemplated by the
Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger 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 Companys 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 Companys 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 Companys most recent Annual Report on Form 10-K for the year ended December 31, 2013. The reader is cautioned not to unduly rely on these forward-looking statements. MTI 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
The tender offer has not yet commenced. 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 Companys common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that
Purchaser intends to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Company and MTI intend to mail these documents to the
Companys stockholders. In addition, once filed, investors will be 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 SECs 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 Companys website at www.amcol.com.
Investors are advised to read these documents when they become available, 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.
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MINERALS TECHNOLOGIES TO ACQUIRE AMCOL INTERNATIONAL
MTI and AMCOL Enter into Definitive Merger Agreement
NEW
YORK, NY and HOFFMAN ESTATES, ILMarch 10, 2014Minerals Technologies Inc. (NYSE: MTX) and AMCOL International Corporation (NYSE: ACO) announced today that they have signed a definitive merger agreement under which MTI will acquire AMCOL
for $45.75 per share in cash, or a total value of approximately $1.7 billion. The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the first half of 2014 and is subject to
customary closing conditions.
Prior to entering into this agreement with Minerals Technologies, AMCOL terminated its merger agreement with Paris-based
Imerys S.A. In accordance with that agreement, AMCOL has paid Imerys U.S. subsidiary a termination fee of $39 million.
Minerals Technologies
and AMCOL are both world-renowned innovators in mineralogy, fine particle technology and polymer chemistry. This transaction will bring together the global leaders in precipitated calcium carbonate (PCC) and bentonite, creating an even more robust
US-based international minerals supplier.
The combination of MTI and AMCOL will create a minerals platform that is well-positioned for growth
through geographic expansion and new product innovation, said Joseph C. Muscari, chairman and chief executive officer of Minerals Technologies. We will be a leading industrial minerals company with more than $2 billion in sales, strong
market positions, and a dedicated team focused on customer needs. We look forward to welcoming AMCOL employees to MTI. Together, we will be better positioned to take advantage of even more opportunities for innovation and growth in the global
minerals industry.
Ryan McKendrick, chief executive officer of AMCOL, said: This transaction demonstrates the AMCOL Boards commitment
to maximizing value for our shareholders. We look forward to working with Minerals Technologies to ensure a smooth transition and complete the transaction as expeditiously as possible.
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The transaction is expected to be immediately accretive to earnings upon closing, excluding acquisition-related
costs and charges. Minerals Technologies intends to finance the acquisition through cash and debt financing pursuant to a signed commitment from J.P. Morgan. Pursuant to the definitive merger agreement, Minerals Technologies will commence a tender
offer for 100% of AMCOLs outstanding shares for $45.75 per share in cash.
Cravath, Swaine & Moore LLP is acting as legal counsel to
Minerals Technologies and Lazard is acting as its lead financial advisor. J.P. Morgan is also acting as a financial advisor to MTI. Kirkland & Ellis LLP is acting as legal counsel and Goldman, Sachs & Co. is serving as exclusive
financial advisor to AMCOL.
IMPORTANT INFORMATION
The tender offer described in this press release has not yet commenced. This press release is for informational purposes only and it is neither an offer to
purchase nor a solicitation of an offer to sell shares of AMCOLs common stock. At the time any such tender offer is commenced, Minerals Technologies will file a Tender Offer Statement, containing an offer to purchase, a form of letter of
transmittal and other related tender offer documents with the United States Securities and Exchange Commission (the
SEC
), and AMCOL will file a Solicitation/Recommendation Statement relating to such tender offer with the SEC.
AMCOLs stockholders are strongly advised to read these tender offer materials carefully and in their entirety when they become available, as they may be amended from time to time, because they will contain important information about such
tender offer that AMCOLs stockholders should consider prior to making any decisions with respect to such tender offer.
Once filed, stockholders of AMCOL will be able to obtain a free copy of these documents at the website maintained by the
SEC at
www.sec.gov
.
About Minerals Technologies
New York-based Minerals Technologies Inc. is a resource- and technology-based growth company that develops, produces and markets worldwide a broad range of
specialty mineral, mineral-based and synthetic mineral products and related systems and services. The company recorded sales of $1.02 billion in 2013.
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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.
This press release may contain forward-looking statements that describe
or are based on current expectations; including statements of anticipated changes in the business environment in which each company operates and in each companys future operating results, as well as the potential benefits of a transaction with
AMCOL. Actual results may differ materially from these expectations. In addition, any statements that are not historical fact (including statements containing the words believes, plans, anticipates,
expects, estimates, will, and similar expressions) should also be considered to be forward-looking statements. Neither company undertakes any obligation to publicly update any forward-looking statement, whether as
a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect each companys businesses, particularly those mentioned in the risk
factors and other cautionary statements in our respective 2013 Annual Reports on Form 10-K and in our other reports filed with the Securities and Exchange Commission.
Minerals Technologies Media
Brunswick Group
Steve Lipin/Lauren Odell
212-333-3810
Minerals Technologies Media & Investor Relations
Rick B. Honey
212-878-1831
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AMCOL Media
Joele Frank, Wilkinson Brimmer Katcher
Eric
Brielmann / Scott Bisang
212-355-4449
AMCOL
Investor Relations
Donald W. Pearson
847- 851-1500
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