Minerals Technologies Inc: Minerals Technologies Increases Offer to Acquire
AMCOL International to $45 per Share in Cash
MTI Offer Clearly Superior to Imerys Offer of $42.75 for AMCOL
NEW YORK,March 3, 2014-Minerals Technologies Inc. (NYSE:MTX) announced today
that it has made an increased cash offer of $45 per share to acquire all
outstanding shares of AMCOL International Corporation (NYSE: ACO) of Hoffman
Estates, Illinois. The revised offer has been approved unanimously by the
Minerals Technologies board and is clearly superior to the recently announced
$42.75 per share offer made by Paris-based Imerys S.A. for AMCOL.
Minerals Technologies' superior all-cash $45 per share offer was conveyed
today to AMCOL's Board of Directors. JPMorgan has provided signedcommitment
papers with respect to financing the purchase price of the transaction.
Minerals Technologies (MTI) expects the transaction to be immediately
accretive to earnings upon closing, excluding acquisition-related costs and
charges, even before consideration of significant synergies. The transaction
is expected to close in the first half of 2014 and would be subject to
customary closing conditions.
"The merits of strategic fit, a substantial portfolio of future growth
opportunities, and significant readily available synergies present a
compelling opportunity for our shareholders, and, at the same time, our offer
delivers the greatest value available to AMCOL's shareholders," said Joseph C.
Muscari, chairman and chief executive officer of Minerals Technologies. "The
combined entity will generate strong cash flows for reinvestment in
innovation, global expansion and continued growth in the markets we serve."
Minerals Technologies has identified a minimum of $50 million in near-term
cost synergies, and expects to deliver more over time through the deployment
of MTI's Operational Excellence/Lean management approach, speed to market with
new products through combined technology platforms, accelerated geographic
expansion and synergies in overlapping markets. MTI's lean approach to
continuous improvement, which has shaped it into a strong, high-performance,
cash-flow generating operating company, will enable the company to quickly and
effectively integrate AMCOL and to drive near-term growth in shareholder
"We've demonstrated to our shareholders how to transform a mineral
resources-based, mine-to-market, global company into a more innovative,
competitive, higher-margin enterprise with greater degrees of employee
engagement and customer focus," added Mr. Muscari. "We look forward to working
with AMCOL's management and employees, and engaging with customers to drive
the same success with AMCOL as part of MTI."
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 lead financial advisor. J.P. Morgan
is also acting as a 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
2013 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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