UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2014
AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 0-15661 | 36-0724340 | ||
State of Other Jurisdiction of Incorporation |
Commission File Number |
I.R.S. Employer Identification Number |
2870 Forbs Avenue
Hoffman Estates, IL 60192
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (847) 851-1500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
¨ | Written communications pursuant to Rule 45 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 | Entry into a Material Definitive Agreement. |
On February 26, 2014, AMCOL International Corporation, a Delaware corporation (the Company), entered into Amendment No. 1 to Agreement and Plan of Merger (Amendment No. 1) with Imerys SA, a corporation organized under the laws of France (Parent), and Imerys Minerals Delaware, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Purchaser). Under the terms of the Agreement and Plan of Merger (Merger Agreement), dated as of February 11, 2014, by and among Parent, Purchaser and the Company, on February 20, 2014, Purchaser commenced a tender offer to purchase all of the Companys outstanding shares of common stock, par value $0.01 per share (the Shares). Under the terms of Amendment No. 1, the Offer Price (as such term is defined in the Merger Agreement) was increased from $41.00 per Share, net to the seller in cash, without interest, to $42.75 per Share, net to the seller in cash, without interest.
Other than as expressly modified pursuant to Amendment No. 1, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on February 12, 2014, remains in full force and effect as originally executed on February 11, 2014. The preceding summary is qualified in its entirety by reference to Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement.
ITEM 7.01 | Regulation FD Disclosure. |
On February 26, 2014, the Company issued a press release announcing the execution of Amendment No. 1. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are furnished with this document:
Exhibit Number |
Description | |
2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated February 26, 2014, by and among Imerys SA, Imerys Minerals Delaware, Inc., and AMCOL International Corporation. | |
99.1 | Press Release of AMCOL International Corporation, dated February 26, 2014. |
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 Parent and the Company to complete the transactions contemplated by the Merger Agreement and Amendment No. 1, including the parties ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and Amendment No. 1 and the possibility of any termination of the Merger Agreement and Amendment No. 1. 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 Offer and the subsequent Merger; uncertainties as to how many of the Companys stockholders will tender their Shares in the Offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the 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 Companys
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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 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 Companys most recent Annual Report on Form 10-K for the year ended December 31, 2012. The reader is cautioned not to rely unduly on these forward-looking statements. Parent 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 are being made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials, filed by Purchaser and Parent with the SEC on February 20, 2014, as subsequently supplemented and amended. In addition, on February 20, 2014 the Company filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, which has been subsequently amended. The Company and Parent have mailed these documents to the Companys stockholders. In addition, investors may 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 Offer and the Merger free of charge at the SECs 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 Companys 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 Offer and the Merger that are filed with the SEC, carefully and in their entirety prior to making any decision with respect to the Offer because they contain important information, including the terms and conditions of the Offer.
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SIGNATURE
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 | ||||
Date: February 27, 2014 | By: | /s/ Ryan F. McKendrick | ||
Ryan F. McKendrick President and Chief Executive Officer |
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EXHIBIT 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of February 26, 2014 (this Amendment), to the AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2014 (the Merger Agreement), by and among Imerys SA, a corporation organized under the laws of France (Parent), Imerys Minerals Delaware, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (Purchaser), and AMCOL International Corporation, a Delaware corporation (the Company), is entered into by and among Parent, Purchaser and the Company, and amends the Merger Agreement to the extent set forth herein. Capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Merger Agreement.
WHEREAS, in accordance with Section 9.3 of the Merger Agreement, the parties to the Merger Agreement desire to amend certain terms of the Merger Agreement as set forth in this Amendment so as to, among other things, increase the Offer Price from $41.00 per Share in cash to $42.75 per Share in cash;
WHEREAS, the board of directors of the Company (the Company Board) has unanimously (i) determined that this Amendment, the Merger Agreement, as amended by this Amendment, and the Transactions, including the Offer and the Merger, as amended by this Amendment, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Amendment and approved the Merger Agreement and the Transactions, as amended by this Amendment, in accordance with the requirements of the DGCL and (iii) subject to the terms and conditions set forth in the Merger Agreement, as amended by this Amendment, resolved to recommend acceptance of the Offer and, if necessary, adoption of the Merger Agreement, in each case as amended by this Amendment, by the Companys stockholders;
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment and in the Merger Agreement, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:
Section 1. Per Share Amount Increased. The second Recital to the Merger Agreement shall be amended by replacing the phrase for $41.00 per Share, net to the seller in cash, without interest in the defined term Offer Price with for $42.75 per Share, net to the seller in cash, without interest.
Section 2. Amendment to Offer Documents. Parent and Purchaser shall file with the SEC all necessary amendments or supplements to the Schedule TO and the Offer Documents giving effect to this Amendment within one (1) Business Day after the date of this Amendment, and shall cause the Offer Documents to be disseminated to the Companys stockholders in accordance with the applicable requirements of the Exchange Act. On the date of filing by Parent and Purchaser of the amendments or supplements to the Schedule TO and Offer Documents, the Company shall file with the SEC and mail to the Companys stockholders an amendment to its Schedule 14D-9 describing the recommendation of the Company Board giving effect to this Amendment, and shall cause the Schedule 14D-9 to be disseminated to the Companys stockholders as required by Rule 14d-9 under the Exchange Act.
Section 3. References to the Merger Agreement. After giving effect to this Amendment, each reference in the Merger Agreement to this Agreement, hereof, hereunder, herein, or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment.
Section 4. Miscellaneous. This Amendment and the Merger Agreement (including the documents or instruments referred to herein or therein, including any annex or disclosure schedule attached thereto or referred to therein, which annexes and disclosure schedules are incorporated therein by reference), together, embody the entire agreement and understanding among the parties and supersede any prior understandings, agreements or representations by or among such parties or their representatives, written or oral, that may have related to such subject matters. Except as expressly amended by this Amendment (and set forth in Section 1 hereof), all of the terms, covenants and other provisions the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, as amended by this Amendment, are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms. The terms and provisions of Article IX of the Merger Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.
AMCOL INTERNATIONAL CORPORATION | ||
By: | /s/ Ryan McKendrick | |
Name: Ryan McKendrick | ||
Title: President and CEO | ||
IMERYS SA | ||
By: | /s/ Gilles Michel | |
Name: Gilles Michel | ||
Title: Chairman and CEO | ||
IMERYS MINERALS DELAWARE, INC. | ||
By: | /s/ Denis Musson | |
Name: Denis Musson | ||
Title: Chairman |
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EXHIBIT 99.1
AMCOL International Corporation Announces Amended Merger Agreement with Imerys
Agreement Increases Price Per Share for AMCOL Shareholders to $42.75
HOFFMAN ESTATES, Ill., Feb. 26, 2014 /PRNewswire/ AMCOL International Corporation (ACO) (AMCOL or the Company) today announced that its Board of Directors has unanimously approved an amended merger agreement with Imerys S.A. (Imerys), pursuant to which AMCOL shareholders will receive USD $42.75 per share in cash, an increase of $1.75 per share, for each share of AMCOL common stock that they own, without interest. The $42.75 per share consideration represents an approximately 24.5% premium to the volume weighted average closing price of the Companys common stock over the last 30 trading days through February 11, 2014, the day prior to the announcement of the original transaction. The transaction is valued at approximately $1.61 billion, including AMCOLs net debt.
Pursuant to the amended merger agreement, Imerys has agreed to increase its tender offer for 100% of AMCOLs outstanding shares to $42.75 per share in cash. Imerys tender offer remains subject to customary conditions, including the tender of a majority of AMCOLs total outstanding shares of common stock and shares issuable under equity awards, and clearance from antitrust regulatory authorities. The transaction is not subject to any financing condition and is expected to close in the first half of 2014. The AMCOL Board of Directors unanimously recommends that shareholders tender their shares into Imerys tender offer.
AMCOL also announced that its Board of Directors, after careful review and consideration with its financial and legal advisors, compared the relative merits of the previously announced proposal from Minerals Technologies, Inc. (MTX) to acquire AMCOL for $42.50 per share in cash to the increased offer reflected in the amended merger agreement with Imerys and unanimously determined that the latest Minerals Technologies proposal is not superior to the terms of the amended merger agreement with Imerys.
Ryan McKendrick, Chief Executive Officer of AMCOL, commented, We are pleased to offer even more value to our shareholders through the amendment of our merger agreement with Imerys. We are excited about the significant opportunities this transaction will create for our employees and customers, and we share Imerys commitment to the successful completion of the combination to create a global leader in mineral-based specialty solutions.
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, LLC), CETCO Energy Services Company and the transportation operations, Ameri-co Carriers, Inc. and Ameri-co Logistics, Inc. AMCOLs common stock is traded on the New York Stock Exchange under the symbol ACO. AMCOLs 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys stockholders. Additional materials will be filed with the SEC to reflect the entry by the Company and Imerys into the amended merger agreement. 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 SECs 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 Companys 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
AMCOL Media Relations Contact:
Eric Brielmann / Scott Bisang
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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