Minerals Technologies Extends Tender Offer for Outstanding Shares of AMCOL International
NEW YORK, NY -April 18, 2014-Minerals Technologies Inc. (NYSE: MTX) announced
today that it has extended its tender offer to purchase all outstanding shares
of AMCOL International Corporation (NYSE: ACO) for $45.75 per share in cash. All
terms and conditions of the tender offer, other than the expiration date, remain
the same.
Unless extended further, the tender offer will now expire at 9:00 a.m., New York
City time, on May 2, 2014. The tender offer was previously scheduled to expire
at 9:00 a.m., New York City time, on April 18, 2014.
The tender offer was extended pending the expiration or early termination of the
waiting period under the competition laws of Poland. Authorization by the Office
of Competition and Consumer Protection in Poland is a condition to the
consummation of the tender offer. On April 9, 2014, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act expired. On April 11, 2014,
Minerals Technologies and AMCOL obtained clearance from the Federal Cartel
Office, the German national antitrust authority. Minerals Technologies does not
anticipate any regulatory concerns.
As of 12:00 a.m. midnight at the end of the day, New York City time, on April
17, 2014, approximately 23,673,893 shares had been tendered and not withdrawn,
representing approximately 72.6% of AMCOL's outstanding shares of common stock.
The completion of the tender offer is subject to the tender of at least a
majority of AMCOL's outstanding shares of common stock (on a fully diluted
basis) and other customary closing conditions, including receipt of regulatory
clearances.
As promptly as practicable following the completion of the tender offer, MTI
will acquire all remaining AMCOL shares through a merger at the tender offer
price.
On March 21, 2014, MTI filed with the U.S. Securities and Exchange Commission
("SEC") a tender offer statement on Schedule TO which sets forth in detail the
terms of the tender offer. Additionally, AMCOL has filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that includes the
unanimous recommendation of AMCOL's board of directors that AMCOL stockholders
accept the tender offer and tender their AMCOL shares.
The information agent for the tender offer is Innisfree M&A Incorporated (the
"Information Agent"). AMCOL stockholders who need additional copies of the Offer
to Purchase, Letter of Transmittal or related materials or who have questions
regarding the tender offer should contact the Information Agent toll-free at
(888) 750-5834.
American Stock Transfer & Trust Company, LLC is acting as depositary for the
tender offer. Lazard Frères & Co. LLC is acting as dealer manager for the tender
offer, and Cravath, Swaine & Moore LLP is acting as legal counsel to Minerals
Technologies.
About Minerals Technologies
New York-based Minerals Technologies Inc. is a resource- and technology-based
growth company that develops, produces and markets worldwide a broad range of
specialty mineral, mineral-based and synthetic mineral products and related
systems and services. The company recorded sales of $1.02 billion in 2013.
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.
NOTICE TO INVESTORS
This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of AMCOL's common stock. MTI has filed with the SEC a
tender offer statement on Schedule TO regarding the tender offer described
herein, and AMCOL has filed with the SEC a solicitation/recommendation statement
on Schedule 14D-9 regarding such tender offer. AMCOL's stockholders are strongly
advised to read these tender offer materials carefully and in their entirety, as
they may be amended from time to time, because they contain important
information about such tender offer that AMCOL's stockholders should consider
prior to making any decisions with respect to such tender offer. Stockholders of
AMCOL may obtain a free copy of these documents at the website maintained by the
SEC at www.sec.gov or by directing a request to the Information Agent at (888)
750-5834.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements, which describe or are
based on current expectations; in particular, statements relating to the
company's tender offer for AMCOL. Actual results may differ materially from
these expectations. In addition, any statements that are not historical fact
(including statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates," "will," and similar expressions) should also be
considered to be forward-looking statements. The company undertakes no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise. Forward-looking statements in
this document should be evaluated together with the many uncertainties that
affect our businesses, particularly those mentioned in the risk factors and
other cautionary statements in our 2013 Annual Report on Form 10-K and in our
other reports filed with the Securities and Exchange Commission.
Minerals Technologies Media
Brunswick Group
Steve Lipin/Lauren Odell
212-333-3810
Minerals Technologies Media & Investor Relations
Rick B. Honey
212-878-1831
Innisfree M&A Incorporated (Information Agent for the offer)
888-750-5834
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Source: Minerals Technologies Inc via GlobeNewswire
[HUG#1778351]