Amended Statement of Ownership: Solicitation (sc 14d9/a)
February 25 2014 - 12:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 1
AMCOL
INTERNATIONAL CORPORATION
(Name of Subject Company)
AMCOL INTERNATIONAL CORPORATION
(Name of Persons Filing Statement)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
02341W103
(CUSIP Number
of Class of Securities)
Ryan McKendrick
Chief Executive Officer
AMCOL International Corporation
2870 Forbs Avenue
Hoffman Estates, Illinois 60192
(847) 851-1500
(Name,
address and telephone numbers of person authorized to receive notice and communications on behalf of the persons filing statement)
With copies to:
R. Scott Falk, P.C.
Richard M. Brand
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
(312) 862-2000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 1 (
Amendment No. 1
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the
SEC
) on February 20, 2014 (as the same may further be amended or supplemented from time to time, the
Schedule 14D-9
) by AMCOL International Corporation, a Delaware corporation (the
Company
), relating to the tender offer by Imerys Minerals Delaware, Inc. (
Purchaser
), a Delaware
corporation and indirect wholly owned subsidiary of Imerys SA (
Parent
), a corporation organized under the laws of France, disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as may be
amended or supplemented from time to time, the
Schedule TO
), filed by Purchaser and Parent with the SEC on February 20, 2014, and pursuant to which Purchaser is offering to purchase all of the Companys outstanding
common stock, par value of $0.01 per share (the
Shares
) for $41.00 per Share, net to the seller in cash (the
Offer Price
), without interest, less certain applicable taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase of Parent and Purchaser dated February 20, 2014 (the
Offer to Purchase
), and in the related Letter of Transmittal, as each may be amended or supplemented from time to time. The
Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively.
Except as
otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 1. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to such terms in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
Item 4 (
The Solicitation or Recommendation
) of the Schedule 14D-9 is hereby amended and supplemented as follows:
The following paragraphs are hereby added immediately after the last paragraph under the heading
The Solicitation or
RecommendationBackground of the Offer; Reasons for the Recommendation of the Company BoardBackground of the Offer and Merger
on page 19 of the Schedule 14D-9:
On February 24, 2014, the Company received a revised, unsolicited proposal from MTI to acquire all of the Companys
outstanding Shares at a price per Share of $42.50 in cash (the
Revised MTI Proposal
). The Revised MTI Proposal included a proposed merger agreement and a financing commitment letter. The draft merger agreement provides that MTI or
the Company can terminate the merger agreement if the proceeds of the financing are not available to MTI in an amount sufficient, together with its other available cash, to enable MTI to consummate the acquisition. In such a circumstance MTI would
be obligated to pay the Company a $70 million reverse termination fee, and the Company would not have a right of specific performance to require MTI to complete the transaction.
On February 24, 2014, the Company provided a copy of the Revised MTI Proposal to Parent and Purchaser in accordance with the terms of the
Merger Agreement.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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(a)(5)(F)
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Press Release by the Company, dated February 24, 2014, announcing the receipt of the Revised MTI Proposal.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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AMCOL INTERNATIONAL CORPORATION
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By:
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/s/ Ryan F. McKendrick
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Ryan F. McKendrick
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President and Chief Executive Officer
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February 25, 2014
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