UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
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)
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 | Amount of filing fee | |
| Not Applicable* |
Not Applicable* | |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | 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: N/A | Filing Party: N/A | |
| Form or Registration No.: N/A | Date Filed: N/A |
| x | 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: ¨
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 Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer by MA Acquisition Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Minerals Technologies Inc., a Delaware corporation (the “Company”), for all of the outstanding shares of common stock of AMCOL International Corporation, a Delaware corporation (“AMCOL”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of March 10, 2014, by and among the Company, Purchaser and AMCOL.
The tender offer referred to in this filing has not yet commenced. This filing, including the exhibit hereto, are for informational purposes only and they are neither an offer to purchase nor a solicitation of an offer to sell shares of AMCOL’s common stock. At the time any such tender offer is commenced, the Company will file a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and other related tender offer documents with the SEC, and AMCOL will file a Solicitation/Recommendation Statement relating to such tender offer with the SEC. AMCOL’s stockholders are strongly advised to read these tender offer materials carefully and in their entirety when they become available, as they may be amended from time to time, because they will contain important information about such tender offer that AMCOL’s stockholders should consider prior to making any decisions with respect to such tender offer. Once filed, stockholders of AMCOL will be able to obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov.
EXHIBIT INDEX
| 99.1 | Investor Presentation published by the Company on March 18, 2014. |
 MTI &
AMCOL Creating a Global Leader in Minerals
Exhibit 99.1 |
 IMPORTANT INFORMATION
The
tender
offer
referred
to
in
this
presentation
has
not
yet
commenced.
This
presentation
is
for
informational
purposes
only
and
it
is
neither
an
offer
to
purchase
nor
a
solicitation
of
an
offer
to
sell
shares
of
AMCOL’s
common
stock.
At
the
time
any
such
tender
offer
is
commenced,
MTI
will
file
a
Tender
Offer
Statement
on
Schedule
TO,
containing
an
offer
to
purchase,
a
form
of
letter
of
transmittal
and
other
related
tender
offer
documents
with
the
SEC,
and
AMCOL
will
file
a
Solicitation/Recommendation
Statement
relating
to
such
tender
offer
with
the
SEC.
AMCOL’s
stockholders
are
strongly
advised
to
read
these
tender
offer
materials
carefully
and
in
their
entirety
when
they
become
available,
as
they
may
be
amended
from
time
to
time,
because
they
will
contain
important
information
about
such
tender
offer
that
AMCOL’s
stockholders
should
consider
prior
to
making
any
decisions
with
respect
to
such
tender
offer.
Once
filed,
stockholders
of
AMCOL
will
be
able
to
obtain
a
free
copy
of
these
documents
at
the
website
maintained
by
the
SEC
at
www.sec.gov.
Disclaimer
2
FORWARD-LOOKING STATEMENTS
This
presentation
may
contain
“forward-looking
statements,”
which
describe
or
are
based
on
current
expectations;
in
particular
within
the meaning of the federal securities laws, statements of anticipated changes in
the business environment in which the company operates, the expected timing
and benefits of the proposed acquisition of Amcol and in the company’s future operating results. 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,”
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 (the “SEC”). |
 MTI’s acquisition of AMCOL accelerates growth
and creates shareholder value
•
Portfolio of market
leader positions
•
Broad portfolio
of complementary
products
•
World class
innovators in
mineralogy, fine
particle technology
and polymer
chemistry
•
Diversification into
energy,
environmental and
consumer
products
•
Geographic
expansion
•
Continued
innovation
•
Historical growth
and geographic
expansion
•
High-performance
operating company
•
Continuous
improvement
•
Strong cash flow
•
Immediately
accretive excluding
transaction costs
•
Rapid
deleveraging
expected
Combines global
leaders in PCC and
Bentonite
Platform for
accelerated growth
MTI’s performance
track record
Long-term growth
in shareholder value
3 |
 Is
entirely consistent with MTI’s M&A strategy 4
Source:
Company presentations.
•
Minerals-Based Companies with Technological Differentiation
•
Additional Growth Venues
–
Environment, Energy, Consumer
•
More Balanced, Less Cyclical Portfolio
•
Industries of Focus
–
Alternative Energy
–
Food
–
Oil/Gas
–
Recycling
–
Environment
–
Beverages
–
Pharmaceuticals
Transaction Scorecard |
 •
Implied enterprise value to 2013A EBITDA
of 11.1x without synergies and 8.4x
with $50 million near-term synergies
•
33% premium over AMCOL’s 30-day moving average
•
Immediately accretive to MTI’s earnings before expected synergies
•
MTI to acquire 100% of outstanding AMCOL shares in tender offer/merger
•
$45.75 per AMCOL share in cash
•
$1.7B transaction value including assumption of AMCOL’s debt
•
Committed debt financing of $1.56 billion supplemented with MTI cash
•
Transaction subject to customary conditions, including regulatory approvals
•
Closing expected prior to May 2014
Offers superior value to AMCOL shareholders
5
NOTE: EBITDA multiples based on $150m AMCOL adjusted 2013 EBITDA
TIMING
KEY METRICS
OFFER
SUMMARY |
 SOURCES ($ in millions)
MTI Cash
$394
MTI New Debt Financing
$1,560
Term Loan B
Total Sources
$1,954
USES ($ in millions)
Purchase of Equity
$1,520
Debt Refinanced
$371
Transaction Costs
$38
Make Whole / Swap Unwind
$25
Total Uses
$1,954
Transaction sources and uses
6
Source:
Company filings, MTI management projections. |
 Unlocks more than $50 million of cost synergies
and releases more than $100 million cash
7
DESCRIPTION
RUN RATE ANNUAL
SYNERGIES
(Run
Rate Year)
AS % of
AMCOL
SALES
AS % of
Combined
EBITDA
GROWTH &
OPERATIONAL
EXCELLENCE
•
Acceleration
of geographic
expansion
and new product development
•
Rapid deployment of MTI shared
service business model
•
Productivity improvement throughout
AMCOL operations
•
Corporate and overhead
expense
reduction
•
ERP integration
$50m
in 2-3 years
Up
to $70m
in 5 years
5-7%
~16-21%
NET
WORKING
CAPITAL
IMPROVEMENTS
•
Reduction of
Net Working Capital
days outstanding
Up to $100m
(2014-2017)
ASSET
TURNOVER
•
Improvement
in asset utilization and
capital deployment
Up to $50m
(2014-2019) |
 Transaction will be highly accretive to earnings
8
Source: Company filings, MTI management projections.
NOTE: accretion excludes transaction costs
PRO FORMA
EPS ACCRETION
vs MTI 2013
of $2.42 / share
EOY
39%
50%
55%
Year 1
Year 2
Year 3
94%
71%
Without Synergies
$50m Synergies |
  Generates
significant cash and results in rapid deleveraging
9
Source: Company filings, MTI management projections.
More than $265
million per year
PRO FORMA
CASH FROM
OPERATIONS
3.8x
3.0x
2.2x
Year 1
Year 2
Year 3
Committed to
rapid deleveraging
PRO FORMA
NET LEVERAGE
4.4x
At Close
EOY
EOY
EOY
$265
$283
$343
Year 1
Year 2
Year 3
$MM |
 AMCOL: Broad and diversified product
offering across segments
10
Product Offerings
Sales Concentration
Key drivers of profit include growth in core markets, growth in geographies such as
China, India and Brazil, margin expansion and optimization of
business/product portfolio. Performance Materials
Includes: Metalcasting, drilling fluids, pet products, bioAg
Energy Services Includes:
Includes: Water treatment, well testing, coil tubing
Construction Technologies
Includes: Building materials, drilling products,
environmental lining technologies, mercury removal |
 MTI to further deploy strong culture of operational excellence, productivity
improvement and employee engagement MTI management has proven ability to
effectively manage SG&A, capex and NWC $50m of cost synergies, maybe as
much as $70m in the next five years Combines two global #1 industrial
minerals platforms: PCC (MTI) and bentonite (AMCOL) Less cyclical with
increased relevance and visibility to investors Creates a leading
US-based industrial minerals company with over $2bn in sales MTI
and
AMCOL
are
both
US-based,
global,
industrial
minerals
companies
with
“mine-to-market”
business
models
Both deliver value via differentiated mineral and processing technology and
innovation Complementary end markets and geographic presence
Expands MTI participation into energy, environmental and consumer products
Shared end markets including: adhesives and sealants, fillers and extenders for
paper, steel and metal, health and beauty, animal feed and pet waste
absorbents Combined $300m of current sales in high-growth Asian
markets More than $1bn of identified innovation and geographic growth
opportunities in five to ten years MTI has consistently demonstrated
commitment to a conservative capital structure Both MTI and AMCOL have
strong cash flows -
Long-term contracts for MTI PCC; diversified end markets for AMCOL
bentonite -
Combined entity would have been free cash flow positive during the recent
financial crisis Net leverage projected to decline below 2.2x by end of
third year after closing Provides a superior growth outlook, healthy operating
margins and strong cash flows
11
Complementary
Business Models
&Technologies
Superior Growth
Outlook
Compelling
Synergies
Strong
Cash Flows
Enhanced Scale &
Diversification |
 •
2013 sales: $1.0bn
•
Mineralogy
•
Fine particle and surface treatment
•
End-use application knowledge
Leverages complementary fit based on similar geographies
and differentiated product and process technologies
12
Size
Revenue
Geographic
Breakdown
Technology And
Process Know-how
Strong Market
Positions
End Markets
Service Focus
Investment Focus
Investor Group
MTI
•
Paint and coatings
•
Glass and ceramics
•
Steel
•
Paper
•
Building materials
•
Automotive
•
~$340m steel mill services
•
Global PCC
•
North America Specialty PCC
•
Monolithic BOF
•
Talc
AMCOL
•
2013 sales: $1.0bn
•
Clay mineralogy
•
Polymer science
•
End-use application knowledge
•
North America bentonite
•
Auto foundry castings
•
Environmental lining
•
Water treatment
•
Automotive
•
Building materials
•
Oil and gas
•
Infrastructure
•
~$300m energy services
-
China, India, Brazil and Middle East
-
Focused investments with expected long-term returns
~40-50% of each company owned by common shareholders (as of 12/31)
|
 Perf
Min
Paper
PCC
Paper
PCC
Perf
Min
2013A
REVENUE
BY
SEGMENT
($ in bn)
2013A
REVENUE
BY
SEGMENT
($ in bn)
2013A
REVENUE
BY
GEOGRAPHY
($ in bn)
2013A
REVENUE
BY
GEOGRAPHY
($ in bn)
PRO FORMA
(a)
PRO FORMA
(a)
$2.0bn
$2.0bn
Source: MTI Management, Wall Street research.
(a) Does not include potential synergies.
MTI
MTI
$1.0bn
$1.0bn
AMCOL
AMCOL
$1.0bn
$1.0bn
2013A
EBITDA AND
MARGIN
($ in m)
2013A
EBITDA AND
MARGIN
($ in m)
13
Pro forma business mix
17%
15%
16%
$174
$150
$324 |
 Results in strong #1 leadership positions
across multiple industries
14
# 1 Global and
North American
Bentonite
#1 US Bulk
Clumping Cat
Litter
# 1 US
Metalcasting
Binders for Auto
& Heavy
Equipment
AMCOL
Leadership
Positions
# 1 Quality
Assured
Waterproof
Concrete
Structures
MTI
Leadership
Positions
#1 Global
PCC
#1 North
American
Monolithic
Refractories
#1 North
America and
Europe Solid
Core Calcium
Wire
#1 Global
Refractory
Laser
Measurement
Systems
# 1 North
American
Specialty PCC
#1 US
& Brazil
Off-shore
Water
Treatment |
 •
Adhesives and sealants
•
Functional fillers and
extenders
•
Consumer products
•
Animal feed
•
Pet waste absorbents
•
Agricultural products
Creates a portfolio of
$1 billion growth opportunities
15
AMCOL Growth
•
Continued penetration of PCC for
Paper in Asia’s growing market
•
Further commercialization of
FulFill®
high filler technology
•
Commercialization of Paper
PCC innovation pipeline
•
Further growth of full-service
refractories business model
•
Continued growth of
metallurgical wire business
•
Expansion of new MTI
EAF refractory products
•
Customization and globalization of
Performance Minerals
MTI Growth
New Growth
Opportunities
•
Global expansion of water
treatment technologies for
oil-field applications
•
Further success with new
Amcol lining technologies
•
Introduction of new mercury
sorbent technologies for
coal-fired power plants
•
Expansion of Enersol
TM
into bio/ag industry |
 •
MTI and AMCOL are starting to work together to affect a smooth
transition
•
Integration plan is focused on:
•
Employees
•
Customers
•
Suppliers
•
Business segment strategies
•
Achievement of targeted synergies
•
Assuring stability and continuity of:
•
Business processes
•
All operations
•
Key relationships
•
Investments
Focused on integration
16 |
 Customer focused
employees
Strong cash flows
Superior
performance and
operational
excellence
A $2bn minerals-based
company with global
reach based on:
•
Mine-to-market value
chain management
•
Demonstrated process
technology and
innovation leadership
•
Broad and deep talent
pool
•
Deeper geographic
footprint
•
Significant end market
overlap
Allowing reinvestment
in:
•
Further market
penetration and
geographic expansion,
especially in Asia
•
Innovating customized
technologies to satisfy
future customer needs
•
Organic growth across all
business segments
…creating superior return for shareholders
Minerals
Technologies’
vision
for
the
future
17 |