HOFFMAN ESTATES, Ill.,
Feb. 24, 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 $42.50 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.
The AMCOL Board of Directors, in consultation with its financial
and legal advisors, will carefully review and consider the Revised
MTI Proposal and pursue the course of action that it believes is in
the best interests of the Company's stockholders.
As previously announced, on February 11, 2014, AMCOL
entered into a definitive merger agreement with Imerys S.A. (the
"Imerys Agreement") pursuant to which AMCOL shareholders would
receive $41.00 per share in cash for
each share of AMCOL common stock that they own. 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 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 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