Imerys Withdraws Offer For Amcol International - Quick Fats

(RTTNews) - French mineral producer Imerys said that it withdrew its offer for the acquisition of Specialty minerals company Amcol International Corp. (ACO).

Imerys also confirmed the termination by Amcol International of the Agreement and Plan of Merger between Imerys and Amcol , dated February 11, 2014, as amended.

The termination followed Imerys' decision, announced on March 7, not to increase its offer price for the acquisition of Amcol after concluding that a higher price would not comply with its long term value creation objectives.

As per the terms of the Merger Agreement, Amcol has remitted a $39 million termination fee to Imerys' US subsidiary, which commenced the tender offer.

All steps necessary to withdraw Imerys' tender offer for shares of AMCOL common stock are now being taken. As a result, all the shares of Amcol's common stock previously tendered will be returned to the holders thereof and no consideration will be paid to such holders, Imerys said.

Last week, Amcol International said that its board approved an amended merger deal with French mineral producer Imerys SA. The transaction was valued at about $1.7 billion, including Amcol's net debt.

Under the amended deal, Amcol shareholders would 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 had recommended that shareholders tender their shares into Imerys' tender offer.

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

In addtion, Hoffman Estates, Illinois-based Amcol had 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 had 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.