Mineral Company Taps Cravath for Big M&A Buy

Mineral Company Taps Cravath for Big M&A Buy

Nearly a month after French specialty materials maker Imerys made a $1.6 billion bid for Amcol International, the would-be acquirer ended up on the losing end of the takeover battle for control of the suburban Chicago-based clay products maker.

Cravath, Swaine & Moore is advising New York–based Minerals Technologies on its $1.74 billion buy of Amcol, which is one of the world’s largest producers of bentonite, a mineral used in the construction, consumer products and energy industries.

Scott Barshay, head of the corporate department at Cravath, is leading a team of lawyers from the firm advising Minerals Technologies on the deal that includes corporate partner Andrew Thompson, finance partner Stephen Kessing, executive compensation and benefits Eric Hilfers, tax partner Lauren Angelilli and associates Andrew Elken, Ryan Farha and Nicholas Foley. Thomas Meek succeeded Kirk Forrest as general counsel of Minerals Technologies in October 2011.

Cravath began serving as counsel to Minerals Technologies on the matter last month when the company made an offer for Amcol a day after the target announced it had reached an agreement to be acquired by Paris-based Imerys. Last week Minerals Technologies raised its bid for Amcol, which is incorporated in Delaware. An SEC filing made in connection with the deal announced Monday shows that Amcol has agreed to pay Imerys a $39 million termination fee.

Kirkland & Ellis corporate partners R. Scott Falk and Richard Brand have been leading the team of lawyers from the firm representing Amcol throughout the bidding war, according to our previous reports. Former Locke Lord partner James Ashley serves as Amcol’s general counsel. Clarence Redman, a former of counsel at Locke Lord, is an independent member of the company’s board.

Skadden, Arps, Slate, Meagher & Flom has been serving as lead deal counsel to Imerys, which retained Fried, Frank, Harris, Shriver & Jacobson to advise on antitrust aspects of its now-scuttled acquisition of Amcol. Denis Musson serves as Imerys’ general counsel. Sullivan & Cromwell M&A partner Stephen Kotran and associate Georg Krause-Vilmar have been counseling Goldman Sachs as financial adviser to Amcol on its proposed sale to Minerals Technologies, which is relying on financing from JPMorgan Chase.

Amcol’s proposed sale to Minerals Technologies is expected to close in the first half of 2014. The deal wasn’t the only minerals-related transaction announced Monday. Philadelphia-based chemical giant FMC Corp. also disclosed plans to separate itself into two independent companies by spinning off its minerals business.

FMC, whose general counsel is Andrea Utecht, has turned to a team of outside lawyers from Wachtell, Lipton, Rosen & Katz for counsel on the split led by corporate partners Daniel Neff, Stephanie Seligman and Gordon Moodie, executive compensation partner Adam Shapiro, restructuring and finance partner Gregory Pessin, tax partner T. Eiko Stange and associates Brian Bolin, Tijana Dvornic and Sara Lewis.

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