UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 7
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AMCOL INTERNATIONAL CORPORATION
(Name of Subject Company (Issuer))
MA ACQUISITION INC.
a wholly owned subsidiary of
MINERALS TECHNOLOGIES INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class Of Securities)
02341W103
(CUSIP Number of Class of Securities)
Thomas J. Meek, Esq.
Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer
Minerals Technologies Inc.
622 Third Avenue
New York, New York 10017-6707
(212) 878-1800
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Scott A. Barshay, Esq.
Andrew R. Thompson, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
CALCULATION OF FILING FEE
|
| ||
| Transaction Valuation(1) | Amount Of Filing Fee(2) | |
| $1,556,412,255 | $200,466 | |
|
| ||
| (1) | The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation was determined by multiplying (x) $45.75 (i.e., the per share tender offer price) by (y) the sum of (a) 32,593,030, the number of shares of common stock issued and outstanding, plus (b) 936,333, the number of shares of common stock issued with respect to outstanding stock options, plus (c) 265,847, the number of shares of common stock to which stock appreciation rights were issued, plus (d) 129,300, the number of shares of common stock that were subject to restricted stock unit awards, plus (e) 95,430 phantom shares of common stock credited under a deferred compensation plan. The foregoing share figures have been provided by the issuer to the offerors and are as of March 13, 2014, the most recent practicable date. |
| (2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2014, issued August 30, 2013, by multiplying the transaction value by 0.00012880. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $200,466 | Filing Party: Minerals Technologies Inc. and MA Acquisition Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: March 21, 2014 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 7 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by (i) Minerals Technologies Inc., a Delaware corporation (“MTI”), and (ii) MA Acquisition Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of MTI. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 21, 2014 (together with any amendments and supplements thereto, the “Schedule TO”) and relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (each a “Share”), of AMCOL International Corporation, a Delaware corporation (“AMCOL” or the “Company”), at a price of $45.75 per Share, net to the seller in cash, without interest, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 21, 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”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
At 9:00 a.m., New York City time, on May 9, 2014, the Offer expired as scheduled. The Offer was not extended. The Depositary has advised Purchaser that, as of the expiration of the Offer, a total of 28,487,106 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 87.4% of the currently issued and outstanding Shares. As a result, the Minimum Condition has been satisfied. In addition, the Depositary has also advised Purchaser that, as of such time, Notices of Guaranteed Delivery had been delivered for 282,902 Shares, representing approximately 0.8% of the currently issued and outstanding Shares. All Shares that were validly tendered and not validly withdrawn pursuant to the Offer have been accepted for payment.
Following the expiration of the Offer and acceptance for payment of the Shares on May 9, 2014, MTI consummated the Merger pursuant to the terms of the Merger Agreement and without a meeting of AMCOL stockholders pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the Effective Time, the Purchaser was merged with and into AMCOL, with AMCOL continuing as the surviving corporation and a wholly owned subsidiary of MTI. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than (i) Shares held by AMCOL as treasury stock or owned by MTI or the Purchaser, all of which were canceled, and (ii) Shares owned by any stockholder of AMCOL who was entitled to demand, and who properly demanded, appraisal rights pursuant to Section 262 of the DGCL, was converted into the right to receive an amount in cash equal to the Offer Price, less any applicable withholding tax. The Shares will no longer be listed on the New York Stock Exchange.
On May 9, 2014, MTI issued press releases announcing (i) the expiration and results of the Offer and (ii) the consummation of the Merger. The press releases are attached as Exhibits (a)(5)(I) and (a)(5)(J) and are incorporated herein by reference.
| ITEM 12. | EXHIBITS |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| (a)(5)(I) | Press Release issued by MTI on May 9, 2014* | |
| (a)(5)(J) | Press Release issued by MTI on May 9, 2014* | |
| * | Filed herewith. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 9, 2014
| MA ACQUISITION INC. | ||
| By: | /s/ Thomas J. Meek | |
| Name: | Thomas J. Meek | |
| Title: | Senior Vice President, General Counsel | |
| MINERALS TECHNOLOGIES INC. | ||
| By: | /s/ Thomas J. Meek | |
| Name: | Thomas J. Meek | |
| Title: | Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer | |
EXHIBIT INDEX
| (a)(5)(I) | Press Release issued by MTI on May 9, 2014* | |
| (a)(5)(J) | Press Release issued by MTI on May 9, 2014* | |
| * | Filed herewith. |
Exhibit (a)(5)(I)
MINERALS TECHNOLOGIES COMPLETES TENDER OFFER FOR OUTSTANDING SHARES OF AMCOL INTERNATIONAL
NEW YORK, NY–May 9, 2014–Minerals Technologies Inc. (NYSE: MTX) announced today that it has successfully completed its tender offer to purchase all outstanding shares of AMCOL International Corporation (NYSE: ACO) for $45.75 per share in cash.
The tender offer expired at 9:00 a.m., New York City time, on May 9, 2014. As of expiration, 28,487,106 shares had been validly tendered and not validly withdrawn, representing approximately 87.4% of AMCOL’s outstanding shares of common stock. The conditions to the tender offer were satisfied, and Minerals Technologies Inc. (MTI) has accepted for payment and will promptly pay the depositary for all validly tendered shares.
MTI expects to complete the acquisition of AMCOL later today through a merger without a vote or meeting of AMCOL’s stockholders, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. Each of the remaining shares of AMCOL common stock not purchased in the tender offer will be converted into the right to receive the same $45.75 in cash that will be paid in the tender offer. Upon completion of the merger, AMCOL will become a wholly owned subsidiary of MTI. AMCOL’s common stock will no longer be listed on the New York Stock Exchange.
Cravath, Swaine & Moore LLP is acting as legal counsel to Minerals Technologies and Lazard is acting as its financial advisor. J.P. Morgan is also acting as a financial advisor.
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.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements, which describe or are based on current expectations. 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
Exhibit (a)(5)(J)
MINERALS TECHNOLOGIES COMPLETES ACQUISITION OF AMCOL INTERNATIONAL
NEW YORK, NY –May 9, 2014–Minerals Technologies Inc. (NYSE: MTX) today announced the completion of its acquisition of AMCOL International Corporation (NYSE: ACO). Following the completion of its successful tender offer to purchase all outstanding AMCOL shares for $45.75 per share in cash, Minerals Technologies Inc. (MTI) acquired all remaining AMCOL shares through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.
At the effective time of the merger, all remaining shares of AMCOL common stock not tendered into the tender offer and not owned by MTI were converted into the right to receive $45.75 in cash, which is the same price that was paid in the tender offer. As a result of the transaction, AMCOL has become a wholly owned subsidiary of MTI.
“Our combined company is now a more diversified, global leader in industrial minerals with strong market positions in both bentonite and precipitated calcium carbonate. We are competitively poised for further growth in our current markets and through new product innovation for our valued customers,” said Joseph C. Muscari, chairman and chief executive officer of Minerals Technologies. “We look forward to working with management and employees as we focus on a seamless integration.”
Cravath, Swaine & Moore LLP is acting as legal counsel to Minerals Technologies and Lazard is acting as its financial advisor. J.P. Morgan is also acting as a financial advisor.
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.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements, which describe or are based on current expectations. 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