Minerals Technologies Inks $1.7B Merger With Amcol

NEW YORK (The Deal) -- Minerals Technologies (MTX) on Monday sealed a deal to acquire Amcol International (ACO) for $1.74 billion after Imerys failed to return with a sweetened bid for the minerals producer.

New York-based Minerals Technologies on March 6 bid $45.75 per share for Amcol, trumping a $45.25 per share offer submitted March 4 by Imerys. The two suitors have been vying for Amcol since early February.

Hoffman Estates, Ill.-based Amcol last week asked Imerys to match Minerals' $45.75 per share offer. The companies said Monday that Amcol had terminated its merger agreement with Imerys, paying a $39 million termination fee to the Paris-based company.

Amcol is one of the world's largest producers of bentonite and has substantial reserves of the mineral, which is used in the construction of metal parts, sealing products and some consumer products.

Minerals Technologies said the purchase would combine Amcol's bentonite supplies with its precipitated calcium carbonate stockpiles to create a U.S.-based minerals supplier with more than $2 billion in annual sales.

"The combination of MTI and Amcol will create a minerals platform that is well-positioned for growth through geographic expansion and new product innovation," said Minerals technologies chairman and CEO Joseph C. Muscari. "Together, we will be better positioned to take advantage of even more opportunities for innovation and growth in the global minerals industry."

Minerals Technologies said it expects the deal, which will be financed via commitments from JPMorgan Chase & Co., to contribute immediately to earnings, excluding deal costs and charges.

Imerys offered no immediate comment. Company chairman and CEO Gilles Michel on Friday said that the company's bid for Amcol "demonstrated its ability to quickly mobilize resources to pursue an ambitious project for external growth" and said Imerys "is committed to pursuing its strategic plan aimed at developing a consistent and value creating industrial group."

Minerals Technologies listed Lazard as lead financial adviser with assistance from JPMorgan, and Cravath, Swaine & Moore LLP as legal counsel. Amcol is being advised by Goldman, Sachs & Co. and Kirkland & Ellis LLP.

- Paul Whitfield contributed to this report.

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