0001193125-14-066673.txt : 20140225 0001193125-14-066673.hdr.sgml : 20140225 20140225120852 ACCESSION NUMBER: 0001193125-14-066673 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140225 DATE AS OF CHANGE: 20140225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38603 FILM NUMBER: 14639565 BUSINESS ADDRESS: STREET 1: 2870 FORBS AVENUE CITY: HOFFMAN ESTATES STATE: IL ZIP: 60192 BUSINESS PHONE: 8478511500 MAIL ADDRESS: STREET 1: 2870 FORBS AVENUE CITY: HOFFMAN ESTATES STATE: IL ZIP: 60192 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 2870 FORBS AVENUE CITY: HOFFMAN ESTATES STATE: IL ZIP: 60192 BUSINESS PHONE: 8478511500 MAIL ADDRESS: STREET 1: 2870 FORBS AVENUE CITY: HOFFMAN ESTATES STATE: IL ZIP: 60192 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 SC 14D9/A 1 d681804dsc14d9a.htm SC 14D9/A SC 14D9/A

 

 

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

 

 

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


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 Company’s 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 Recommendation—Background of the Offer; Reasons for the Recommendation of the Company Board—Background 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 Company’s 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:

 

(a)(5)(F)   Press Release by the Company, dated February 24, 2014, announcing the receipt of the Revised MTI Proposal.


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.

 

AMCOL INTERNATIONAL CORPORATION
By:  

/s/ Ryan F. McKendrick

  Ryan F. McKendrick
  President and Chief Executive Officer

February 25, 2014

EX-99.(A)(5)(F) 2 d681804dex99a5f.htm EX-99.(A)(5)(F) EX-99.(a)(5)(F)

Exhibit (a)(5)(F)

For Immediate Release

AMCOL International Corporation Confirms Receipt of Revised,

Unsolicited Proposal from Minerals Technologies

HOFFMAN ESTATES, IL – Feb. 24, 2014 – AMCOL International Corporation (NYSE: ACO) (“AMCOL” or the “Company”) today confirmed that it has received a revised, unsolicited proposal from Minerals Technologies Inc. (NYSE: MTX) (“MTI”) to acquire all of the outstanding shares of the Company at a price per share of $42.50 in cash (the “Revised MTI Proposal”). The Revised MTI Proposal is dependent on MTI’s receipt of sufficient financing for the transaction pursuant to MTI’s commitment letter with its lenders and proposes the payment by MTI of a reverse break-up fee to the Company if such financing is not obtained.

The AMCOL Board of Directors, in consultation with its financial and legal advisors, will carefully review and consider the Revised MTI Proposal and pursue the course of action that it believes is in the best interests of the Company’s stockholders.

As previously announced, on February 11, 2014, AMCOL entered into a definitive merger agreement with Imerys S.A. (the “Imerys Agreement”) pursuant to which AMCOL shareholders would receive $41.00 per share in cash for each share of AMCOL common stock that they own. There can be no assurance that AMCOL’s Board of Directors will determine the Revised MTI Proposal to be superior to the Imerys Agreement. Furthermore, the AMCOL Board of Directors continues to recommend the transaction with Imerys to its stockholders and is not withdrawing its recommendation, or proposing to do so, at this time.

Goldman, Sachs & Co. is serving as exclusive financial advisor to the Company and Kirkland & Ellis LLP is serving as counsel to the Company.

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. AMCOL’s common stock is traded on the New York Stock Exchange under the symbol ACO. AMCOL’s web address is www.amcol.com

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include the ability of Imerys and the Company to complete the transactions contemplated by the Imerys Agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Imerys Agreement and the possibility of any termination of the Imerys Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of the Company’s stockholders will tender their shares of common stock in the tender offer; the possibility that competing offers or acquisition proposals will be


made; the possibility that various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; the effects of disruption from the transactions on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; other risks and uncertainties pertaining to the business of the Company detailed in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2012. The reader is cautioned not to unduly rely on these forward-looking statements. Imerys and the Company expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

Additional Information and Where to Find It

This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to buy shares of the Company’s common stock has been made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent or Purchaser has filed with the SEC. In addition, the Company has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Company and Imerys have mailed these documents to the Company’s stockholders. In addition, investors are able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.amcol.com. Investors are advised to read these documents, including the Solicitation/Recommendation Statement of the Company and any amendments thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to the tender offer because they contain important information, including the terms and conditions of the tender offer.

AMCOL Investor Relations Contact:

Donald W. Pearson

Senior Vice President and CFO

Tel. (847) 851-1500

Email: Email Contact

AMCOL Media Relations Contact:

Eric Brielmann / Scott Bisang

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449