AMCOL International Corporation Announces Amended Merger Agreement with Imerys
Agreement Increases Price Per Share for AMCOL Shareholders to $42.75
HOFFMAN ESTATES, Ill., Feb. 26, 2014
HOFFMAN ESTATES, Ill., Feb. 26, 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
$42.75 per share in cash, an increase of $1.75 per share, for each share of
AMCOL common stock that they own, without interest. The $42.75 per share
consideration represents an approximately 24.5% 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 $1.61
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 $42.75 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 also announced that its Board of Directors, after careful review and
consideration with its financial and legal advisors, compared the relative
merits of the previously announced proposal from Minerals Technologies, Inc.
(NYSE: MTX) to acquire AMCOL for $42.50 per share in cash 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, "We are pleased
to offer even more value to our shareholders through the amendment of our
merger agreement with Imerys. We are excited about the significant
opportunities this transaction will create for our employees and customers,
and we share Imerys' commitment to the successful completion of the
combination to create a global leader in mineral-based specialty solutions."
Goldman, Sachs & Co. is serving as exclusive financial advisor to the Company
and Kirkland & Ellis LLP is serving as counsel to the Company.
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
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. Additional materials will be filed with the SEC to
reflect the entry by the Company and Imerys into the amended merger
agreement. 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
SOURCE AMCOL International Corporation
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