Acquisition of AMCOL International Corporation by Imerys S.A. May Not Be in Shareholders’ Best Interests
Robbins LLP is investigating the proposed acquisition of AMCOL International Corporation (NYSE: ACO) by Imerys S.A. (Euronext Paris: NK). On February 12, 2014, the two companies announced the signing of a definitive agreement pursuant to which Imerys will commence a tender offer to acquire all outstanding shares of AMCOL common stock for $41.00 per share in cash.
Is the Proposed Merger Best for AMCOL and Its Shareholders?
Robbins LLP’s investigation focuses on whether the board of directors at AMCOL is undertaking a fair process to obtain maximum value and adequately compensate AMCOL shareholders.
As an initial matter, the $41.00 merger consideration represents a premium to shareholders of just 11.7% based on AMCOL’s closing price on February 11, 2014. This one day premium is significantly below the average one day premium of over 27% for comparable transactions in the last five years. Further, prior to the announcement of the agreement, an analyst at Sidoti & Company, LLC set a target price of $43.00.
In addition, on January 24, 2014, AMCOL released its financial results for the fourth quarter of 2013, reporting record fourth quarter sales and solid increases in net sales and operating profit. Specifically, AMCOL reported that its net sales increased 9.7%, or $22.9 million, in the fourth quarter as compared to the same quarter 2012. AMCOL also reported a 12.2% increase in operating profit for the fourth quarter, or $2.2 million, as compared to the fourth quarter 2012.
In commenting on the these results and potential future growth, AMCOL President and CEO, Ryan McKendrick, remarked, “Our performance materials segment experienced nice growth on both the top and bottom lines with operating profit increasing 17.6%. The outlook for our flagship metalcasting products looks positive as our customers serving the auto industry anticipate steady demand in our core US and China markets. Demand continues to be strong for our pet products as we increase volumes to existing customers as well as gain new packaged product customers. Within basic minerals, all product lines experienced sales growth, especially due to demand for non-foundry chromite and bulk bentonite product.”
Given these facts, Robbins LLP is examining the AMCOL board of directors’ decision to sell the company to Imerys now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
AMCOL shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
AMCOL shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.