Exhibit (a)(5)(C)
Imerys offers to acquire AMCOL
A strategic opportunity in the mineral world
Gilles MICHEL - Chairman & CEO
Michel DELVILLE - CFO
IMERYS
TRANSFORM TO PERFORM
Disclaimer
Additional Information and Where to Find It
The tender offer described in this presentation has not yet commenced and this presentation is neither a recommendation or an offer to purchase nor a solicitation of an offer to sell shares of AMCOL. This presentation is not a substitute for the tender offer materials that Imerys and its wholly-owned acquisition subsidiary will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time the tender offer is commenced Imerys and its wholly-owned acquisition subsidiary 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 on Schedule 14D-9 relating to the tender offer with the SEC. Imerys and AMCOL intend to mail these documents to the stockholders of AMCOL. These tender offer materials, as they may be amended from time to time, will contain important information about the tender offer and stockholders of AMCOL and other investors are urged to read them carefully and in their entirety when they become available prior to making any decisions with respect to the tender offer. Stockholders of AMCOL will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov. The Solicitation/Recommendation Statement and the other documents filed by AMCOL with the SEC will be made available to all stockholders of AMCOL free of charge at www.amcol.com.
More comprehensive information about Imerys may be obtained on its website (www.imerys.com), under Regulated Information, including its Registration Document filed under No. D.13-0195 on March 21, 2013 with the Autorité des marchés financiers. Imerys draws the attention of investors to the “Risk factors” set forth in section 4 of the Registration Document.
Forward-Looking Statements
This presentation contains forward-looking statements regarding, among other things, the proposed acquisition by Imerys of AMCOL and the expected timing, certainty and benefits of the transaction. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “intend,” “guidance” or similar expressions are forward-looking statements. Because these statements reflect Imerys’ current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors could affect the proposed acquisition of AMCOL and could cause actual results to differ materially from those expressed in forward-looking statements contained in this presentation. These factors include, but are not limited to: the risk that the acquisition will not close when expected or at all; the risk that Imerys’ business and/or AMCOL’s business will be adversely impacted during the pendency of the acquisition; and other risks and uncertainties. Imerys assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, other than as required by law.
IMERYS
2 Photo credits: Imerys photo library, RR, X. 2/12/2014 | Imerys offers to acquire AMCOL
Imerys offers to acquire AMCOL
Transaction highlights & timeline
AMCOL overview
Acquisition rationale and integration benefits
Conclusion
AMCOL acquisition further enhancing Imerys’ growth and value creation potential
World leading supplier in bentonite
A remarkable mineral with broad scope of applications
Largest global and high-quality mineral reserves
Strong business fit with Imerys
Value-added specialty mineral products providing essential functionalities to customers
Strong track record of profitable growth
Entrepreneurial team and innovation culture
Enhanced exposure to growth markets
60% of 2013 revenue in Americas
Significant presence in growing Asian markets
High synergy potential leveraging on Imerys’ proven integration know-how
Enlarging product offering through cross-fertilization in innovation
Leveraging combined geographical footprint
Detailed plan to conduct integration and deliver cost synergies
4 2/12/2014 | Imerys offers to acquire AMCOL
All-cash offer by Imerys for 100% of AMCOL’s shares
Key valuation metrics
$41.0 cash offer for each AMCOL’s share, representing:
19% premium to the volume weighted average closing price of AMCOL’s stock over the last 30 trading days
Total consideration of $1.6Bn(1)
Financing
Debt financing secured
Potential financial impact for Imerys
Dec. 2013 Pro forma net debt of €2Bn i.e. gearing 90%
Implied credit ratios leaving comfortable headroom vs. covenants(2) and investment grade credit rating
Transaction expected to be EPS accretive from 2015, the first full-year of integration
Process
Transaction unanimously approved by Imerys’ Board of Directors
Offer unanimously recommended by AMCOL’s Board of Directors
Closing expected in H1 2014
(1) For 100% of AMCOL’s shares, including AMCOL’s debt
(2) 150% gearing and 3.75x Net debt/ EBITDA
5 2/12/2014 | Imerys offers to acquire AMCOL
Indicative timeline
11 February 2014
Signing of definitive agreement
12 February 2014
Announcement of the transaction
13 February 2014
Imerys FY2013 results announcement
Around February 20, 2014
Commence tender offer
Tender offer period of at least 20 business days *
H1 2014
Tendering of at least 50% of the shares and clearance by the relevant regulatory authorities
Closing transaction immediately following the squeeze out of the minority shareholders in cash and at the same price
* Tender offer could be extended or potentially commence a subsequent tender offer (3 – 20 days)
6 2/12/2014 | Imerys offers to acquire AMCOL
Imerys offers to acquire AMCOL
Transaction highlights & timeline
AMCOL overview
Acquisition rationale and integration benefits
Conclusion
AMCOL: Global leading supplier of bentonite
Highlights
World leader in bentonite with largest global and high-quality reserves
Created in 1927, headquarted in Hoffman Estates, Illinois (USA)
Listed on the New York Stock Exchange (ACO)
Key financials(1)
$ MM 2010 2011 2012 2013
Sales 841 944 986 1 014
EBITDA 106 128 143 142
EBIT 70 86 98 92
Free Cash Flow 0 9 31 9
2,800 Employees
26 Countries
40+ Industrial locations
> 150 M Wet Tons of Bentonite reserves
4 R&D Centers
375 Patents
Revenue(1) $1.0 Bn
EBITDA margin(1) 14.0%
Market cap.(2) $1.1 Bn
(1) Financials based on US GAAP, Non-audited – (2013 EBITDA & EBIT excluding a $60m impairment charge booked in 2013 financials)
(2) Based on volume weighted average closing price of AMCOL’s stock over the last 30 trading days
8 2/12/2014 | Imerys offers to acquire AMCOL
AMCOL: 3 business groups serving diversified markets
Performance Materials: 48%
Americas: 55% EMEA: 22% Asia Pacific: 23%
Mines, processes and supplies globally bentonite-based specialties for a wide range of applications
End-Markets Applications
Metal casting Automotive Binding of green sands for foundry molds
Fabric & Pet care - Fragrance carrier for detergents
- Pet litters
Oilfield - Drilling fluids
Agri/bio - Edible liquids filtration
- Plant growth
Performance materials 48%
Construction technologies 22%
Energy services 29%
1%
Bentonite based
2013 Revenue breakdown by segments
Construction Technologies: 22%
Americas: 38% EMEA: 49%
Asia Pacific: 13%
Processes and distributes finished products (some with bentonite content)
End-Markets Applications
Environment Geo-synthetic liners for waste and liquid containment
Building & infrastructure Concrete waterproofing systems
Non oil-related drilling products Water-based drilling fluids
Energy Services: 29%
Americas: 86% EMEA: 7% Asia Pacific: 7%
Off and Onshore services
End-Markets Applications
Oil & gas industry - Water treatment filtration
- Frac-water recycling
- Pipeline maintenance
- Well testing services
Source : Company – non-audited
9 2/12/2014 | Imerys offers to acquire AMCOL
AMCOL: Strong US presence, global reach
Corporate HQ
Sales Office
CETCO Plant(1)
AMCOL Plant(2)
Mine
Joint Venture
Energy transmission 1%
Agriculture / horticulture 1%
Building -New 3%
Other 14%
Iron & Steel 4%
Automotive 10%
Other Consumer Goods 11%
Infrastructure 12%
Industrial Equipment 12%
Oil & Gas 32%
2013 revenue by end-market(3)
Asia Pacific 18%
Americas 60%
EMEA 22%
2013 revenue by geography(3)
(1) CETCO: Construction Technology and Energy Services Business Segments
(2) Performance Materials Business Segment
(3) Company & Imerys estimates
10 2/12/2014 | Imerys offers to acquire AMCOL
Imerys offers to acquire AMCOL
Transaction highlights & timeline
AMCOL overview
Acquisition rationale and integration benefits
Conclusion
Acquisition rationale for Imerys
1 AMCOL: perfect strategic fit with Imerys
2 Bentonite: unique mineralogical properties
Hundreds of applications with strong commercial positions in many market segments
3 Strong AMCOL track-record of above-GDP profitable growth
Positive long-term drivers and clear focus on innovation
4 Attractive positioning with robust prospects
In most dynamic end-markets and geographies
5 Energy Services: a successful development in a specialty business
6 Strong complementarity between Imerys and AMCOL
7 Imerys proven ability to quickly deliver on integration plan
12 2/12/2014 | Imerys offers to acquire AMCOL
1 AMCOL: perfect strategic fit with Imerys
Many business similarities
Ownership of long-term, high quality mineral reserves
Technology, industrial expertise
Broad range of industrial customers with manufactured specialty products
offering critical functional features
representing a small share of production costs (products or processes of customers)
Bentonite prices not subject to commodity markets evolutions
Formulation expertise
Customer-focused, service-driven
Proven innovation capabilities
Decentralized organization
Complementarity of markets served
Combination of global leading positions in many sectors
Common end-markets (Building, Foundry, Oilfield, Consumer goods, …)
But addressing adjacent needs
Business fit allowing for seamless integration
13 2/12/2014 | Imerys offers to acquire AMCOL
2 Bentonite: unique mineralogical properties
Key Properties Applications AMCOL’s presence
Foundry sands
Capability to form a plastic solid when wet
Iron ore pelletizing
Bonding
Medications: Toxin absorbents
Absorption
Pet litter
Drilling fluids
Building and Structure water proofing
Swelling/Gelling/Rheology modification
Foundation grouting
Soil sealant
Cation exchange capacity
Bleaching earth for edible oil
Adsorption capacity when activated
Clarification
Capability to combine oil particles when treated with quaternary amines (Organoclays)
Water treatment
Oil based drilling muds
Solvent based paints x
Strong commercial positions in many segments
Ownership of the world’s
World # 1 in Bentonite for Iron casting
Largest reserves of bentonite….
World # 1 in Geosynthetic Clay Liners Systems
… and highest-quality deposit in Wyoming, United States
US# 1 in Cat Litter
Leadership position in Niche Oilfield Water treatment
14 2/12/2014 | Imerys offers to acquire AMCOL
3 AMCOL: strong track-record of above GDP profitable growth
Revenue growth above world GDP
CAGR over 2003 – 2013*: c.10.5%
High resilience of EBITDA margin: c.13% on average over 2003 – 2013*
Organic growth driven by long-term positive trends…
World auto demand
Environmental constraints on building & infrastructures
Environmental friendly materials and purification needs
Oilfield exploration
* AMCOL financials based on US GAAP. 2013 financials non-audited - Aggregated financials for illustrative purposes
$ MM 2003-13A Revenue CAGR % 10.5%
12,8% 12,2% 12,4% 12,7% 14,0% 12,9% 12,7% 12,6% 13,5% 14,5% 14,0%
374 462 536 612 744 884 703 841 944 986 1,014
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
EBITDA margin (excluding a $60m impairment charge in 2013 financials – non audited)
… fuelled by a clear focus on innovation
Concrete waterproofing
Patented Hi-Flow technology for produced water filtration
Bio-Ag, edible oil, plant growth & animal health
IMERYS
15 2/12/2014 | Imerys offers to acquire AMCOL
4 Attractive geographic positioning and end-markets exposure
60% of the business driven by the US economy
18% of the revenue in Asia/Pacific
Strong exposure to the foundry business driven by automotive market
Enhanced exposure to growth markets (energy, automotive, consumer goods, …)
* AMCOL financials based on US GAAP. Aggregated financials for illustrative purposes
16 2/12/2014 | Imerys offers to acquire AMCOL
5 Energy Services: a successful development in a specialty market
Organic development in a fast growing specialty business over the past 10 years
Filtration & treatment of water produced by oil & gas wells (onshore & offshore) with discharge regulations or recycling requirements
Other complementary services added to water filtration, include : well testing, coiled tubing, nitrogen service, pipeline service
Development supported by:
In-house advanced knowledge of filtration (minerals or polymer based)
Entrepreneurial spirit
Water treatment benefits from long-term growth prospects
Leadership in offshore water treatment in North America, which is being leveraged on international markets
Strong growth potential related to more stringent environmental constraints in the production of US onshore unconventional oil & gas
$ MM
296 257 195 155 134 120 101 62 25 40 46 49 26 33 25 27 35 - 4 7 14
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
Revenue EBITDA
Offshore filtration vessels
Flow back / Well testing equipment
17 2/12/2014 | Imerys offers to acquire AMCOL
6 Strong complementarity between Imerys and AMCOL lead to significant synergies
Expected synergies over 2015-2017
Future commercial synergies
Strengthening in R&D and innovation
Complementarity and cross-fertilization on several industrial segments
Leverage on Imerys geographical strengths (India, Brazil, Europe)
Cost opportunities
Significant cost optimization identified
Capital employed opportunities
Working Capital
Capex management
18 2/12/2014 | Imerys offers to acquire AMCOL
Imerys: proven ability to quickly deliver on integration plan
Strong and successful track-record of acquisitions
More than €2Bn of investments and 76 acquisitions over 13 years
Sizeable transactions completed in the US
Proven integration process for new companies
Internal target organization designed
Integration roadmap developed
Executable integration plan
19 2/12/2014 | Imerys offers to acquire AMCOL
Imerys offers to acquire AMCOL
Transaction highlights
AMCOL overview
Acquisition rationale and integration benefits
Conclusion
AMCOL acquisition further enhancing Imerys’ growth and value creation potential
AMCOL: a world leader with strong potential for profitable growth
A significant step fully in line with 2012-2016 development strategy
Post-acquisition, comfortable headroom maintained in financial structure vs. covenants and investment grade rating
Consistent with value creation criteria
21 2/12/2014 | Imerys offers to acquire AMCOL
Imerys
154 rue de l’Université F-75007 Paris
+ 33 (0) 1 49 55 63 00 www.imerys.com
Analysts / Investors contact Pascale Arnaud
+ 33 (0) 1 49 55 63 23 pascale.arnaud@imerys.com