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. 3
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. 3 (“Amendment No. 3”) 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 amended by Amendment No. 1 thereto filed with the SEC on February 25, 2014, and as amended by Amendment No. 2 thereto filed with the SEC on February 27, 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, a corporation organized under the laws of France (“Parent”), 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 has offered to purchase all of the Company’s outstanding common stock, par value of $0.01 per share (the “Shares”), at a price of $42.75 per Share, net to the seller in cash, without interest (the “Offer Price”), less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Purchaser, dated February 20, 2014 (as it may be amended or supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). 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. 3. 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 March 3, 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 $45.00 in cash (the “Second Revised MTI Proposal”). The Second Revised MTI Proposal included a draft merger agreement with terms substantially identical to those in the draft merger agreement included in the Revised MTI Proposal, except that the Offer Price was increased from $42.50 to $45.00. In addition, the Second Revised MTI Proposal included a financing commitment letter also containing terms substantially identical to those in the Revised MTI Proposal, except that the amount of the debt facilities was increased to accommodate the higher aggregate Offer Price.
On March 3, 2014, the Company provided a copy of the Second Revised MTI Proposal to Parent and Purchaser in accordance with the terms of the Merger Agreement.
Later on March 3, 2014, during a telephonic meeting of the Company Board, the Company Board determined in good faith, after consultation with its outside counsel, that the Second Revised MTI Proposal could reasonably be expected to lead to a Superior Proposal (as such term is defined in the Merger Agreement). The Company Board further determined that its fiduciary duties require it to engage with MTI to discuss, negotiate and provide information in connection with the Second Revised MTI Proposal. There can be no assurance that the Second Revised MTI Proposal will advance to the point where the Company Board determines that the Second Revised MTI Proposal is superior to the transaction provided for in the Amended Merger Agreement. The Company Board has not changed its recommendation in favor of the transaction with Parent and Purchaser.”
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
| (a)(5)(H) | Press Release by the Company, dated March 3, 2014, announcing the receipt of the Second Revised MTI Proposal.* |
| * | Filed herewith. |
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 | ||
March 4, 2014
Exhibit (a)(5)(H)
AMCOL International Corporation Confirms Receipt of Revised,
Unsolicited Proposal from Minerals Technologies
HOFFMAN ESTATES, IL – Mar. 3, 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 $45.00 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.
As previously announced, on February 26, 2014, AMCOL entered into an amended merger agreement with Imerys S.A. (the “Imerys Agreement”) pursuant to which AMCOL shareholders would receive $42.75 per share in cash for each share of AMCOL common stock that they own.
The AMCOL Board of Directors has determined in good faith, after consultation with its financial and legal advisors, that the Revised MTI Proposal could reasonably be expected to lead to a “Superior Proposal” as defined in the Imerys Agreement. 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
AMCOL Media Relations Contact:
Eric Brielmann / Scott Bisang
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449