Minerals Technologies Sweetens Offer For AMCOL - Update

(RTTNews) - Minerals Technologies Inc. (MTX) or MTI Monday sweetened its offer for AMCOL International Corp. (ACO). Meanwhile, AMCOL said its board of directors would review the offer. Shares of AMCOL declined less than 6 percent in the extended trade.

On February 14, MTI had made a proposal to acquire all outstanding shares of AMCOL for $42 per share in cash. The firm said Monday that it has made a binding cash offer of $42.50 per share to acquire all outstanding shares of AMCOL.

MTI said the offer is superior to the $41 per share offer announced on February 12 by Paris-based Imerys S.A. for AMCOL.

MTI has obtained committed debt financing, and has completed due diligence of AMCOL's operations.

Joseph Muscari, executive chairman, said, "Our two companies are a strong strategic fit, operating in similar geographies and producing differentiated product and process technologies."

MTI and AMCOL are both global, US-based, industrial minerals companies with "mine-to-market" business models. The combined company is expected to bring together MTI's premier position in precipitated calcium carbonate with AMCOL's leadership in bentonite to create a leading industrial minerals company with more than $2 billion in sales.

Together, the entity will have a strong presence in multiple complementary, less cyclical, end markets and will continue to generate strong cash flow, Muscari added.

Excluding acquisition-related costs and charges, MTI expects the transaction to be immediately accretive to earnings upon closing, even before consideration of expected synergies. The deal is expected to close in the first half of 2014.

Separately, AMCOL confirmed that it has received a revised, unsolicited proposal from MTI. AMCOL noted that the revised proposal is dependent on MTI's receipt of sufficient financing for the transaction, and proposes a reverse break-up fee to the company if such financing is not obtained.

AMCOL said its Board of Directors would review the new offer and pursue the course of action that it believes is in the best interests of its stockholders.

AMCOL entered into a definitive merger agreement with Imerys S.A. on February 11, where AMCOL shareholders would receive $41.00 per share in cash for each share. The deal is valued at $1.6 billion, including debt.

The firm said there can be no assurance that its Board of Directors would determine the revised proposal from MTI to be superior to the Imerys agreement.

Further, the AMCOL Board of Directors continues to recommend the transaction with Imerys to its stockholders and is not withdrawing its recommendation at this time.

MTX closed down 0.3 percent at $52.57. ACO closed down 0.1 percent at $45.48. The stock fell 5.6 percent in the extended trade.