Amcol Board Approves Amended Merger Deal With Imerys

(RTTNews) - Specialty minerals company Amcol International Corp. (ACO) said Tuesday that its board of directors has approved an amended merger deal with French mineral producer Imerys SA. The transaction is valued at about $1.7 billion, including Amcol's net debt.

Under the amended deal, Amcol shareholders will receive $45.25 per share in cash, an increase of $2.50 per share, for each share of Amcol common stock held by them, without interest. Amcol's board of directors has unanimously recommended that shareholders tender their shares into Imerys' tender offer.

Pursuant to the amended merger deal, Imerys has agreed to increase its tender offer for 100 percent of Amcol's outstanding shares to $45.25 per share in cash. The transaction is not subject to any financing condition and is expected to close in the first half of 2014.

Further, Hoffman Estates, Illinois-based Amcol said it received a revised bid from New York-based Minerals Technologies Inc. (MTX) to acquire the company for $45.00 per share in cash. However, Amcol's board unanimously determined that the sweetened bid by Minerals Technologies is not superior to the terms of its amended merger deal with Imerys.

Amcol had entered into a definitive merger agreement with Imerys on February 11, whereby Amcol shareholders would receive $41 per share in cash for each share. However, Minerals Technologies made a rival bid of $42 per share and sweetened that to 42.50 per share. Imerys then sweetened its offer to $42.75 per share.

Goldman, Sachs & Co. is serving as exclusive financial advisor to Amcol, while Kirkland & Ellis LLP is serving as counsel to the company.

ACO closed Tuesday's trading at $46.28, down $0.07 or 0.15 percent on a volume of 451,082 shares.

MTX closed Tuesday's regular trading session at $54.84, up $1.76 or 3.31 percent on a volume of 217,073 shares.