AMCOL International Corporation (NYSE: ACO) Enters Into a Merger
Agreement With Imerys
HOFFMAN ESTATES, IL--(Marketwired - Feb 12, 2014) - AMCOL
International Corporation (NYSE: ACO) ("AMCOL" or the "Company")
today announced it has signed a definitive merger agreement with
Imerys S.A. ("Imerys") pursuant to which AMCOL shareholders will
receive USD $41 per share in cash for each share of AMCOL common
stock that they own, without interest. The $41 per share
consideration represents an approx. 19% 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
transaction, which is valued at approximately USD $1.6 billion,
including AMCOL's debt, represents approximately 10.3x 2013 EBITDA
adjusted to reflect one-time events. The transaction was
unanimously approved by the board of directors of both
companies.
Pursuant to the definitive merger agreement, Imerys will
commence a tender offer for 100% of AMCOL's outstanding shares for
$41 per share in cash. Imerys' tender offer is 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. Imerys expects to commence the tender offer
within ten business days of the date of the merger
agreement. Following the closing of the tender offer, a
wholly-owned subsidiary of Imerys will merge with and into AMCOL,
with AMCOL continuing as the surviving corporation, and all AMCOL
shares not tendered in the offer will be converted into the right
to receive USD $41 per share in cash, without interest. The
transaction is not subject to any financing condition and we expect
the transaction to close in the first half of 2014.
Ryan McKendrick, Chief Executive Officer of AMCOL, commented,
"We are pleased to announce this transaction which represents a
great result for our shareholders, customers and
employees. AMCOL's core businesses will benefit significantly
from Imerys' global presence and strong financial
position. This transaction will combine two complementary
companies dedicated to innovation and operational excellence
creating exciting opportunities for AMCOL employees while enhancing
offerings for customers."
Gilles Michel, Chairman and Chief Executive Officer of Imerys,
added, "We are pleased that the Board of Directors of AMCOL has
recommended that AMCOL's shareholders tender their shares into the
offer that Imerys is announcing today. We are very excited
with the many business and development opportunities that we
believe we can create by combining our two companies, and we are
looking forward to welcoming the 3,000 employees of
AMCOL. Upon completion this transaction will mark a very
important milestone for Imerys by allowing our enlarged group to
become a better leader of mineral-based specialty solutions for
industry, to strengthen its presence in the US, to be more
innovative and to enhance its growth profile. I am convinced
that this merger, which meets our financial criteria, will create
value for all stakeholders."
Goldman, Sachs & Co. is serving as exclusive financial
advisor to the Company and Kirkland & Ellis LLP is serving as
counsel to the Company in connection with the transaction.
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
About Imerys
Imerys, headquartered in Paris, France, is the world leader in
mineral-based specialty solutions for industry, with EUR 3.9
billion revenue and 16,000 employees in 2012, Imerys transforms a
unique range of minerals to deliver essential functions (heat
resistance, mechanical strength, conductivity, coverage, barrier
effect, etc.) that are essential to its customers' products and
manufacturing processes. Whether mineral components,
functional additives, process enablers or finished products,
Imerys' solutions contribute to the quality of a great number of
applications in consumer goods, industrial equipment or
construction. Combining expertise, creativity and attentiveness to
customers' needs, the Group's international teams constantly
identify new applications and develop high value-added solutions
under a determined approach to responsible development. These
strengths enable Imerys to develop through a sound, profitable
business model.
Additional Information about the Transaction and Where to Find
It
The tender offer has not yet commenced. This press release is
not an offer to buy nor a solicitation of an offer to sell any
securities of AMCOL International Corporation. The
solicitation and the offer to buy shares of AMCOL's common stock
will only be 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 Minerals Delaware, Inc., an
indirect wholly owned subsidiary of Imerys, intends to file with
the Securities and Exchange Commission (the "SEC"). In
addition, AMCOL will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. AMCOL and Imerys intend to mail
these documents to AMCOL stockholders. In addition, once
filed, investors will be able to obtain the tender offer statement
on Schedule TO, the offer to purchase, the
Solicitation/Recommendation Statement of AMCOL 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 AMCOL under the "Investors" section
of AMCOL's website at www.amcol.com. Investors are advised to
read these documents when they become available, including the
Solicitation/Recommendation Statement of AMCOL 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.
Forward-Looking Statements
This press release 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 AMCOL to complete the
transactions contemplated by the Agreement and Plan of Merger dated
as of February 11, 2014 by and among AMCOL, Imerys and Imerys
Minerals Delaware, Inc., an indirect wholly owned subsidiary of
Imerys (the "Merger Agreement"), including the parties' ability to
satisfy the conditions to the consummation of the tender offer and
the other conditions set forth in the Merger Agreement and the
possibility of any termination of the Merger 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 AMCOL'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 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 AMCOL'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 AMCOL detailed in its
filings with the SEC from time to time, including AMCOL'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 AMCOL expressly disclaim any
intent or obligation to update or revise publicly these
forward-looking statements except as required by law.
AMCOL Investor
Relations Contact: Donald W. Pearson Senior Vice President
and CFO Tel. (847) 851-1500 Email: Email Contact Imerys Investor Relations
Contact: Pascale Arnaud Tel. +33 (0)1 4955 6401 Email: Email
Contact Imerys Press
Contacts: Pascale Arnaud Tel. +33 (0)1 4955 6401 Raphael
Leclerc Tel. +33 (0)6 7316 8806
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