HOFFMAN ESTATES, Ill., March 6,
2014 /PRNewswire/ -- AMCOL International Corporation
(NYSE: ACO) ("AMCOL" or the "Company") today announced that its
Board of Directors has determined in good faith, after consultation
with its financial and legal advisors, that a revised proposal
received earlier today from Minerals Technologies Inc. (NYSE: MTX)
("MTI") to acquire all of the outstanding shares of the Company at
a price per share of $45.75 in cash
(the "Revised MTI Proposal") constitutes a "Superior Proposal" as
defined in the amended merger agreement between AMCOL and Imerys
S.A. ("Imerys") previously announced on March 4, 2014. Under the terms of the
amended merger agreement with Imerys (the "Imerys Agreement"),
Imerys would have paid $45.25 per
share to AMCOL stockholders.
The AMCOL Board of Directors has delivered to Imerys a notice of
its intent to terminate the Imerys Agreement in order to enter into
a definitive agreement with respect to the Revised MTI
Proposal. In accordance with the terms of the Imerys
Agreement, Imerys has four business days following the date hereof
to elect to match the terms of the Revised MTI Proposal. If
the Revised MTI Proposal continues to constitute a Superior
Proposal after the expiration of the waiting period, the Company
expects to terminate the Imerys Agreement and enter into a binding
definitive agreement with MTI.
AMCOL's Board of Directors has not changed its recommendation in
favor of the pending transaction with Imerys.
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 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 Imerys 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 and have made additional filings with the SEC to
reflect amendments to their merger agreement following the date of
mailing such documents. 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
Imerys tender offer and merger that are filed with the SEC,
carefully and in their entirety prior to making any decisions with
respect to the Imerys tender offer because they contain important
information, including the terms and conditions of the Imerys
tender offer.
This communication is not a recommendation with respect to MTI's
proposed tender offer. If a tender offer is commenced by MTI, the
Company intends to file with the SEC a Solicitation/Recommendation
Statement with respect to such tender offer. Investors are
urged to read any such Solicitation/Recommendation Statement and
any other relevant documents filed with the SEC (if and when
available), because they will contain important information.
Investors may obtain free copies of the Solicitation/Recommendation
Statement on Schedule 14D-9 and other documents filed by the
Company (if and when available), 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.
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