Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 12 2017 - 4:58PM
Edgar (US Regulatory)
Filed by Unimin Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
Subject Company: Fairmount Santrol Holdings Inc.
(Commission File
No. 001-36670)
December 12, 2017
Dear Colleagues
We are excited to announce the merger of
Unimin Corporation with Fairmount Santrol, a leading silica producer serving oil & gas and industrial businesses located in North America. This merger represents a significant opportunity for our customers, employees, and other
stakeholders. Upon the anticipated close
mid-2018,
both organizations will form a new combined public company, with Sibelco as majority shareholder.
By joining together, this merger will bring the two organizations increased scale, broader and more diverse product offerings, enhanced capabilities, and an
expanded and more resilient supply chain. The new company will consist of an extensive network of flagship plants and strategically located terminals in North America, enabling cost competitive supply to all major shale plays. Additionally, as a
public company, the new company will have greater access to capital to further invest and grow the business.
This merger includes Unimin Corporation and
subsidiaries throughout United States, Canada and Mexico. As a business that serves the electronic and other high-tech export markets, our specialty High Purity Quartz (HPQ) business will remain with Sibelco, where there are existing
synergies and continued plans for growth. For more information, please see the news release
www.unimin.com/fairmountmerger
.
We realize this type
of transaction brings many unknowns and we are committed to providing you regular communications throughout. Later this week, we will be launching an employee intranet page, where we will answer questions and post relevant integration news. Over the
coming months, we also expect to build an integration team, with members from both companies. The integration team will work to address how we can best bring our companies together and capitalize on the strengths and talent across each organization.
There is a bright future ahead for both Sibelco and the new combined company. Upon merger close, Jenniffer Deckard, current CEO of Fairmount Santrol,
will be appointed CEO of the combined company. The executive leadership team will include a combination of existing leaders from both Unimin Corporation and Fairmount Santrol. We believe there will be enhanced growth opportunities for our employees
as part of a larger company with diverse revenue streams. Together, we will be well placed to continue our ambitious growth plans supported by a strong and mutually-shared culture that cares for people and prioritizes their health and safety.
This merger is required to undergo a regulatory review process and meet customary closing conditions, which we anticipate completing
mid-2018.
Business continuity during this period, through prioritizing safety and caring for our customers, is our top priority. This means, we are asking you to continue business as usual as we work towards
completion of the deal. Please note, that any inquiries from the press, should be directed to Laurence Boens,
laurence.boens@sibelco.com
.
This is
an historic day for Sibelco, Unimin Corporation, and Fairmount Santrol. Our employees are, and will continue to be, the foundation of our success. I hope you share in our enthusiasm about this merger and the new opportunities it will provide to all
of us. There is still much to do as we work toward the anticipated close
mid-2018
and we look forward to your support as we continue our journey together. Please click
here
to see a translated version
in Spanish. Please click here to see a translated version in French.
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Jean-Luc
Deleersnyder
Chief Executive Officer
Sibelco Corporation
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Campbell Jones
Chief Executive Officer
Unimin Corporation
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Unimin Corporation
258 Elm St, New Canaan, CT 06840
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This communication contains statements which, to the extent they are not statements of historical or present fact, constitute forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those anticipated or implied in forward looking statements are described in
Fairmount Santrols Form
10-K
under the heading Cautionary Statement Regarding Forward-Looking Information, as well as the information included in Fairmount Santrols Current Reports on
Form
8-K
and other factors that are set forth in managements discussion and analysis of Fairmount Santrols most recently filed reports with the SEC. Additional important factors that could cause
actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the merger not being timely completed, if completed at all; if the merger is completed, the impact of any
undertakings required by the parties in order to obtain regulatory approvals; prior to the completion of the merger, Unimins and/or Fairmount Santrols respective businesses experiencing disruptions due to transaction-related uncertainty
or other factors making it more difficult to maintain relationships with employees, business partners or governmental entities; the industry may be subject to future regulatory or legislative actions that could adversely affect Unimins and/or
Fairmount Santrols respective businesses; and the parties being unable to successfully implement integration strategies. While Unimin and/or Fairmount Santrol may elect to update forward-looking statements at some point in the future, Unimin
and Fairmount Santrol specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.
Additional Information
In connection with the proposed
transaction, a registration statement on Form
S-4
will be filed with the SEC. Fairmount Santrol STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed
to stockholders of Fairmount Santrol. Investors and security holders will be able to obtain the documents free of charge at the SECs website, www.sec.gov, or from Fairmount Santrol at its website, www.Fairmount Santrol.com.
Participants in Solicitation
Fairmount Santrol and its
respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning Fairmount Santrols participants is set forth in the proxy statement, dated
April 6, 2017, for Fairmount Santrols 2017 Annual Meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed
merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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