Minerals Technologies Announcement Regarding Elementis plc (“Elementis”)

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 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) -- Minerals Technologies Inc. (NYSE: MTX) (“MTI” or “the Company”) notes the recent market speculation and movement in the share price of Elementis and confirms that it made an approach on 5 November 2020 to the Board of Elementis regarding a possible all-cash offer for Elementis. The Elementis Board notified Minerals Technologies on 10 November 2020 that this approach had been rejected.

Minerals Technologies’ proposal comprised an all-cash offer of 107 pence per Elementis share, representing a premium of approximately:

• 31% to Elementis’ closing share price of 81.70 pence on 4 November 2020; and
• 47% to Elementis’ 90 trading-day volume weighted average share price of 72.66 pence as of market close on 4 November 2020.

Minerals Technologies is currently considering its position. There can be no certainty that any further proposal or firm offer will be made, nor as to the terms of any further proposal or firm offer. However, any offer would be likely to be solely in cash.

In accordance with Rule 2.6(a) of the Code, Minerals Technologies must, by not later than 5.00 p.m. (London time) on 10 December 2020, either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code. The deadline shall cease to apply, by virtue of Rule 2.6(b) of the Code, where a firm intention to make an offer for Elementis under Rule 2.7 of the Code is announced by an offeror (other than Minerals Technologies) prior to such deadline.