|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/18/14 Amcol International Corp SC 14D9/A 1:21K Amcol International Corp RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: SC 14D9/A Amendment to Tender-Offer HTML 21K
Solicitation/Recommendation Statement
| SC 14D9/A |
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. 2
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)
(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
(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. 2 (“Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2014, as amended by Amendment No. 1 thereto filed with the SEC on April 7, 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 MA Acquisition Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Minerals Technologies Inc. (“Parent”), a Delaware corporation, disclosed in the Tender Offer Statement on Schedule TO filed by Purchaser and Parent with the SEC on March 21, 2014, Amendment No. 1 thereto filed with the SEC on April 7, 2014 and Amendment No. 2 thereto filed with the SEC on April 10, 2014 (together with the exhibits thereto, as may be amended or supplemented from time to time, the “Schedule TO”), 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 $45.75 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 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”). 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. 2. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
1. Item 8, “Additional Information to be Furnished—Regulatory Approvals—Antitrust—United States” is hereby amended and supplemented by replacing, in its entirety, the second full paragraph on page 43 of the Schedule 14D-9, with the following:
“Each of the Company and MTI filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the Offer on March 25, 2014. On April 9, 2014, the waiting period under the HSR Act applicable to the Offer expired. Accordingly, the condition of the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.”
2. Item 8, “Additional Information to be Furnished—Regulatory Approvals—Antitrust—Other Jurisdictions” is hereby amended and restated in its entirety as follows:
“Other jurisdictions:
Based on a review of the information currently available relating to the countries and businesses in which MTI and the Company are engaged, MTI and Purchaser believe that mandatory antitrust merger control notification filings should also be made in Germany and Poland with the respective national antitrust authorities of these countries (the Federal Cartel Office (the “FCO”) in Germany and the Office of Competition and Consumer Protection (the “OCCP”) in Poland). Authorizations by the relevant merger control authorities in Germany, Poland and Turkey are conditions to the Offer in the Merger Agreement. The parties have determined that the transaction does not need to be notified to the Turkish merger control authority.
All notifications are required to be submitted pre-closing of the Merger.
Under German law, the FCO has one month to review the application from the date of a complete notification. The parties filed their application with the FCO on March 31, 2014. On April 11, 2014, the parties obtained clearance from the FCO with respect to the acquisition. Accordingly, the condition of the Offer relating to any applicable waiting period (or any extension thereof) having been terminated or having expired or any required approval of the Transactions by any governmental authority having been obtained pursuant to any foreign antitrust laws in Germany has been satisfied.
Under Polish law, the OCCP has two months to review the application from the date of a complete notification. The parties filed their application with the OCCP on April 4, 2014.
In any case, the relevant merger control authorities may give their authorization before the end of the waiting periods as described above.
MTI and Purchaser cannot be certain that a challenge to the Offer and the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be.”
3. Item 8, “Additional Information to be Furnished—Litigation Related to the Imerys Offer” is hereby amended and supplemented by adding the following new paragraph between the fourth paragraph and the fifth paragraph of that section on page 46 of the Schedule 14D-9:
“On March 17, 2014, City of Monroe Employees’ Retirement System v. AMCOL International Corporation, et al. and Guidone v. AMCOL International Corporation, et al., were consolidated with the first-filed Illinois suit, Coyne v. AMCOL International Corporation, et al. On April 3, 2014, the Company filed an amended motion to dismiss the consolidated class action complaints. On April 14, 2014, the plaintiffs voluntarily dismissed the consolidated class action complaints, without prejudice.”
4. Item 8, “Additional Information to be Furnished” is hereby amended and supplemented by inserting the following subsection at the end of such Item 8:
“Extension of the Offer.
On April 18, 2014, Purchaser extended the Offer in accordance with the Merger Agreement until 9:00 A.M., New York City time, on May 2, 2014, unless further extended or terminated. The Offer was extended because the regulatory condition to the Offer was not satisfied by the previously scheduled expiration date of the Offer.
American Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised that as of midnight, New York City time, at the end of the day on April 17, 2014, approximately 23,673,893 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 72.6 percent of the currently issued and outstanding Shares. In addition, as of such time, Notices of Guaranteed Delivery had been delivered for 111,886 Shares, representing approximately 0.3 percent of the currently issued and outstanding Shares.
The press release announcing the extension of the Offer, issued by Minerals Technologies Inc. on April 18, 2014, is filed as Exhibit (a)(5)(C) hereto, and is incorporated herein by reference.”
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
| (a)(5)(C) | Press Release issued by MTI, dated April 18, 2014 (incorporated herein by reference to Exhibit (a)(5)(D) to Amendment No. 3 to the Schedule TO of MTI and Purchaser filed on April 18, 2014). |
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 | |
| President and Chief Executive Officer | ||
| This ‘SC 14D9/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/2/14 | SC 14D9/A, SC TO-T/A | |||
| Filed on: | 4/18/14 | 10-K/A, SC TO-T/A | ||
| 4/17/14 | ||||
| 4/14/14 | ||||
| 4/11/14 | ||||
| 4/10/14 | SC 13G/A, SC TO-T/A | |||
| 4/9/14 | ||||
| 4/7/14 | SC 14D9/A, SC TO-T/A | |||
| 4/4/14 | ||||
| 4/3/14 | ||||
| 3/31/14 | ||||
| 3/25/14 | 4 | |||
| 3/21/14 | SC 14D9, SC TO-T | |||
| 3/17/14 | ||||
| List all Filings | ||||