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Amcol Becomes Hot Commodity as Takeover War Escalates: Real M&A
2014-03-07 00:12:59.393 GMT
(For a Real M&A column news alert: SALT REALMNA <GO>.)
By Brooke Sutherland
March 7 (Bloomberg) -- Traders are betting the hottest
bidding war of 2014 isn’t over, even after Amcol International
Corp. lured its sixth increased offer in three weeks.
Minerals Technologies Inc. yesterday boosted its bid to
$45.75 a share for the maker of clay used in everything from
kitty litter and anti-aging skin cream to oil drilling. That
topped French mineral producer Imerys SA’s latest proposal by 50
cents. No other U.S. takeover target valued at more than $1
billion has seen more public bidding activity this year,
according to data compiled by Bloomberg. Amcol closed yesterday
at $46.75, a sign some investors expect the battle to escalate.
Buying Amcol, the Hoffman Estates, Illinois-based producer
of bentonite, would give Imerys a stronger U.S. presence. The
$7.1 billion company has room to sweeten its offer to about
$48.70, according to Albert Fried & Co. For Minerals
Technologies, Amcol would boost sales growth and help it expand
into other materials, said CJS Securities Inc., which estimated
the $1.9 billion company could bid about $50 if needed.
Imerys and Minerals Technologies are “nickeling and diming
each other to try and be the last man standing,” Todd Vencil, a
Richmond, Virginia-based analyst at Sterne Agee Group Inc., said
in a phone interview. “It’s driven by these two companies’ need
to either find growth or be able to bring some of their own
strengths to bear.”
Representatives for Paris-based Imerys and New York-based
Minerals Technologies declined to comment. A representative for
Amcol didn’t immediately respond to a request for comment.
Sweetened Offers
Imerys said on Feb. 12 that it had agreed to buy Amcol for
$41 a share, or about $1.6 billion including net debt. Minerals
Technologies has since countered Imerys four times and removed
financial contingencies. Imerys has raised its offer twice since
the initial agreement and hasn’t responded to the latest
Minerals Technologies bid, which is 1.1 percent higher than the
French company’s March 4 proposal for $45.25.
“This is a unique situation where they’re only raising by
25 or 50 cents at a time,” Daniel Rizzo, a New York-based
analyst at Sidoti & Co., said in a phone interview. “It’s not
like Minerals Technologies is blowing them away with this much
higher offer. They’re only up 50 cents. That’s not going to make
anybody walk away in my opinion.”
The only other U.S. targets of similar or larger size to
attract multiple bids this year were Time Warner Cable Inc. and
Riverbed Technology Inc., according to data compiled by
Bloomberg.
Geographic Expansion
Amcol would increase Imerys’s revenue by about 20 percent
and bolster its U.S. presence, according to Arnaud Palliez, a
Paris-based analyst at Raymond James Financial Inc. He estimated
total cost savings and revenue benefits of about $70 million.
“Amcol is present in a number of markets where Imerys is
not present,” Imerys Chief Executive Officer Gilles Michel said
during a Feb. 12 conference call. “That offers a lot of
opportunities for new developments on both sides.”
“And it is probably, in my opinion, a good idea for a
company like ours or whoever to invest in U.S.-based assets at
this point in time of the economic cycle,” he added.
Economists project U.S. gross domestic product will expand
2.9 percent this year, compared with 1.1 percent for the euro
area, according to estimates compiled by Bloomberg. Imerys got
about 23 percent of its revenue from North America in 2012,
compared with 52 percent from Europe.
Imerys Potential
Assuming synergies of about $50 million, Imerys could offer
up to about $48.70 a share before the deal starts becoming
dilutive to shareholders, according to Sachin Shah, a special
situations and merger-arbitrage strategist at New York-based
Albert Fried.
Acquiring Amcol will help Minerals Technologies diversify
beyond products including precipitated calcium carbonate,
limestone and talc, said Daniel Moore, a White Plains, New York-
based analyst at CJS Securities. The company can also cut costs
and streamline operations at Amcol to boost profitability,
similar to what it’s done with its own business over the last
few years, Moore said.
Minerals Technologies forecast about $50 million in initial
cost savings, with the chance to squeeze out more over time.
With about $506 million in cash to put toward a bid, the company
has the ability to boost its offer to about $50 a share, or 44
percent more than Amcol’s average stock price in the 20 days
before the bidding war began, according to Moore.
Strategic Fit
“It’s a very good strategic fit for Minerals Technologies
and in the hands of that management team, we’re likely to see
much better utilization of assets,” the analyst said. “At
least up to a point, to probably that $50 level, I think
shareholders would be generally enthusiastic.”
Imerys risks overpaying if it continues to compete with
Minerals Technologies, said Palliez of Raymond James.
“We are now at kind of the limit in terms of the price
they can offer,” Palliez said in a phone interview. “I would
not like to see them making a new bid.”
With the stock already $1 higher than the latest offer
price, investors may not have much to gain by wagering on a new
bid, even if one materializes, said Keith Moore of Stamford,
Connecticut-based MKM Partners LLC.
Even so, in bidding wars this hot, strategic needs can
outweigh financial analysis, he said.
“Sometimes they’re going to pay a price that doesn’t
necessarily relate to past deals -- they’re willing to pay up
for it,” Moore, an event-driven strategist, said in a phone
interview. “You recognize you might lose some here but who
knows. You’re taking a flier.”
For Related News and Information:
Minerals Technologies Raises Offer for Third Time in Amcol Fight
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Imerys to Buy Amcol for $1.6 Billion to Add Industrial Clays
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Amcol acquisition news: ACO US <EQUITY> TCNI MNA <GO>
Real M&A columns: NI REALMNA <GO>
Top deal stories: DTOP <GO>
--Editors: Whitney Kisling, Beth Williams
To contact the reporter on this story:
Brooke Sutherland in New York at +1-212-617-0448 or
bsutherland7@bloomberg.net
To contact the editor responsible for this story:
Beth Williams at +1-212-617-2307 or
bewilliams@bloomberg.net