AMCOL International Corporation Confirms Receipt of Revised, Unsolicited Proposal from Minerals Technologies

   AMCOL International Corporation Confirms Receipt of Revised, Unsolicited
                     Proposal from Minerals Technologies

PR Newswire

HOFFMAN ESTATES, Ill., March 3, 2014

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 February26, 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
December31, 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

Website: http://www.amcol.com
 
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