Statement re Possible Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
10 December 2020
Minerals Technologies Inc. ("Minerals Technologies")
Statement regarding Elementis plc ("Elementis" or "the Company")
Further to the decision by the Elementis Board to reject our increased all-cash possible offer for the Company of 130 pence per Elementis share, Minerals Technologies announces today that it does not intend to make an offer for Elementis under Rule 2.7 of the Code.
Minerals Technologies believes that its all-cash proposal of 130 pence per share was fair, based on information in the public domain, and disagrees with the views expressed by the Elementis Board in connection with its refusal to engage in discussions.
Minerals Technologies will remain disciplined in its approach to consolidation opportunities.
This is a statement to which Rule 2.8 of the Code applies.
For the purposes of Rule 2.8 of the Code, Minerals Technologies reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:
i. with the agreement of the Elementis Board;
ii. if a third party announces a firm intention to make an offer for Elementis;
iii. if Elementis announces a "whitewash" proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and
iv. if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).
Erik Aldag +1 (212) 878 1831
Michael Landau +1 (212) 878 1840
Lazard (Financial Adviser)
Mark McMaster +1 (212) 632 6000
Richard Shaw / Edward Earlam +44 (0) 20 7187 2000
Peel Hunt (Broker)
Tom Ballard / Mike Burke / Mike Bell +44 (0) 20 7418 8900
James Murgatroyd +44 (0) 7768 254911
Gordon Simpson +44 (0) 7778 739237
Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Minerals Technologies and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Minerals Technologies for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, the matters referenced herein, any statement contained herein or otherwise.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Minerals Technologies and for no-one else in connection with the matters described in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Minerals Technologies for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to matters described in this announcement.
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation. Any persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities or other laws of any such jurisdiction.
Publication on website
A copy of this announcement will be available on Minerals Technologies' website at investors.mineralstech.com promptly, and by no later than 12 noon (London time) on the business day following this announcement in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.