AMCOL International, a leading producer of bentonite, and Imerys signed a definitive merger agreement on February 11, unanimously approved by both companies’ boards of directors, whereby Imerys would acquire all AMCOL shares for $41/share in cash. Subsequently, AMCOL received two competing cash offers from Minerals Technologies Inc., first on February 13 for $42/share and then on February 24 for $42.50/share.

Then, on February 26, AMCOL announced its board of directors had unanimously approved an amended merger agreement with Imerys, pursuant to which AMCOL shareholders will receive $42.75/share in cash, an increase of $1.75 per share from the initial Imerys offer, for each AMCOL. The $42.75/share offer valued the transaction at approximately $1.61 billion, including AMCOL’s net debt.

In conjunction with the February 26 announcement, AMCOL CEO Ryan Mckendrick said, “We are pleased to offer even more value to our share-
holders 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.”
AMCOL is headquartered in Hoffman Estates, Illinois, USA, and produces wide range of specialty minerals and materials. The company has a presence in 26 countries and is a global leader in the production of bentonite. AMCOL also serves the oil and gas market through its Energy Services business.

Imerys is headquartered in Paris, France, and is a world-leading, multi-national producer of mineral-based specialty products. The company’s mine production includes calcium carbonate, alumino-silicate, graphite, talc, mica, diatomite and kaolin. The company operates about 245 industrial sites in 50 countries.

Minerals Technologies is headquartered in New York City and mines and produces minerals-based products including ground calcium carbonate and talc. It is a leading supplier of precipitated calcium carbonate to the paper industry and a leading supplier of monolithic refractory materials.

In announcing its initial, buyout proposal, Imerys stated that Imerys and AMCOL have complementary businesses, which it expects to generate significant commercial and operational synergies. The transaction would be accretive for Imerys on an earnings-per-share basis from the first full year of integration, in 2015, Imerys said.