Imerys to Acquire AMCOL for $41.00/Share in Cash

AMCOL International

today announced it has signed a definitive merger agreement with Imerys S.A.

pursuant to which AMCOL shareholders will receive USD $41 per share in cash for each share of AMCOL common stock that they own, without interest. The $41 per share consideration represents an approx. 19% premium to the volume weighted average closing price of the Company's common stock over the last 30 trading days through February 11, 2014. The transaction, which is valued at approximately USD $1.6 billion, including AMCOL's debt, represents approximately 10.3x 2013 EBITDA adjusted to reflect one-time events. The transaction was unanimously approved by the board of directors of both companies. Pursuant to the definitive merger agreement, Imerys will commence a tender offer for 100% of AMCOL's outstanding shares for $41 per share in cash. Imerys' tender offer is subject to customary conditions, including the tender of a majority of AMCOL's total outstanding shares of common stock and shares issuable under equity awards, and clearance from antitrust regulatory authorities. Imerys expects to commence the tender offer within ten business days of the date of the merger agreement. Following the closing of the tender offer, a wholly-owned subsidiary of Imerys will merge with and into AMCOL, with AMCOL continuing as the surviving corporation, and all AMCOL shares not tendered in the offer will be converted into the right to receive USD $41 per share in cash, without interest. The transaction is not subject to any financing condition and we expect the transaction to close in the first half of 2014.