Minerals Technologies Inc: Minerals Technologies Makes Proposal of $42 per
Share to Acquire AMCOL International
Proposal Superior to Existing Agreement for AMCOL
NEW YORK, February 14, 2014-Minerals Technologies Inc. (NYSE:MTX) announced
today that it has made a proposal to acquire all outstanding shares of AMCOL
International Corporation (NYSE: ACO) for $42 per share in cash. The offer was
conveyed in a letter to AMCOL's board of directors. Minerals Technologies'
offer is superior to the $41 per share offer announced February 12^th by
Paris-based Imerys S.A. for AMCOL.
Minerals Technologies expects the transaction to be immediately accretive to
earnings upon closing, excluding acquisition-related costs and charges, even
before consideration of expected synergies. The transaction is expected to
close in the first half of 2014 and would be conditioned upon customary
"Our proposal is clearly superior to the existing deal for AMCOL, and we look
forward to working with AMCOL to consummate this superior transaction as soon
as is practicable," said Joseph C. Muscari, executive chairman of Minerals
Technologies Inc. "Strategically, it's a strong fit. We each have
differentiated product and process technologies, and similar geographic
expansion initiatives that will be further advanced by the combination. With
this transaction, MTI will continue to generate strong cash flow and drive
long-term shareholder value."
MTI's acquisition strategy has been focused on minerals-based,
technology-driven growth companies in complementary end markets such as
environmental, energy and consumer products. This transaction combines
AMCOL's track record of growth in each of these markets with MTI's
demonstrated ability for geographic expansion and operational excellence. Both
companies are customer-focused technology and innovation leaders.
The transaction combines MTI's global leadership in precipitated calcium
carbonate (PCC) with AMCOL's global leadership in bentonite, creating a
stronger US-based global minerals supplier.
Both AMCOL and MTI are world-class innovators in mineralogy, fine particle
technology and polymer chemistry centered on providing customer solutions.
"MTI is a strong, high-performance operating company with a demonstrated track
record of continuous performance improvement, which will enable us to achieve
superior returns for our shareholders over time," added Mr. Muscari.
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.
Cravath, Swaine & Moore LLP is acting as legal counsel to Minerals
Technologies and Lazard is acting as its financial advisor.
This press release may contain forward-looking statements, which describe or
are based on current expectations; in particular, statements of anticipated
changes in the business environment in which the company operates and in the
company's future operating results relating to the company's offer and 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. The
company undertakes no 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 our businesses, particularly
those mentioned in the risk factors and other cautionary statements in our
2012 Annual Report on Form 10-K and in our other reports filed with the
Securities and Exchange Commission.
Steve Lipin/Lauren Odell
Rick B. Honey
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: Minerals Technologies Inc via Globenewswire
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