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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NEW YORK, Nov. 25, 2020 (GLOBE NEWSWIRE) -- Minerals Technologies Inc. (NYSE: MTX) (“MTI” or “the Company”) announces today that, on 24 November 2020, it made a second approach to the Board of Elementis regarding an increased all-cash possible offer for Elementis.

Minerals Technologies’ increased proposal comprised an all-cash offer of 117 pence per Elementis share, representing an increase of 9% on Minerals Technologies’ initial proposal of 107 pence per share.

The increased proposal represents a premium of approximately:

• 43% to Elementis’ closing share price on 4 November 2020, the date immediately prior to Minerals Technologies’ initial approach; and
• 61% to Elementis’ 90 trading-day volume weighted average share price up to 4 November 2020.

After approximately two hours, the Elementis Board reverted and notified Minerals Technologies that this revised proposal had been rejected and Elementis has, to date, declined to enter into discussions with Minerals Technologies.

Minerals Technologies hopes to engage with the Elementis Board with the goal of proceeding to a recommended transaction that is highly attractive to Elementis’ shareholders. Minerals Technologies is today announcing the details of the increased proposal made to the Elementis Board so that Elementis’ shareholders have access to this information.

Minerals Technologies is currently considering its position. There can be no certainty that any firm offer will be made. However, any firm 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.