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56Chevy

12/18/17 12:13 PM

#45 RE: 56Chevy #44

Below in quotation is a portion of the December 12, 2017 conference call re: details of the FAIRMOUNT SANTROL/UNIMIN MERGER

Through our combined scale across both production and logistics, we’ll provide even greater service opportunities to our customers and we’ll drive profitability for the combined company through our own efficiencies and economies of scale.

This, combined with the technical development and product expertise from both of our teams, will provide a unique solution for our customers, making the new company the industry supplier of choice.

The combined company expects to deliver over $1 billion in value creation through synergies alone, further enhanced by a substantial, more resilient and growing position within the industrial space.

The combined companies are targeting $150 million in annual synergies with at least 50 percent of the synergies achievable in the first year following close.

By combining Unimin and Fairmount Santrol’s leading energy businesses, while at the same time creating a more diversified, resilient industrial position, we’ll have a solid financial profile with a robust balance sheet and cash flows to both rapidly reduce debt and to invest through any point of the economic cycle.

Now turning to slide six, which describes the transaction in more detail. Fairmount Santrol’s shareholders will receive a one-time cash payment that will approximate $0.74 per share based on a cash payment of $170 million and depending on the fully diluted share count at the time of closing.

More importantly, shareholders will also have the ability to benefit from the upside potential of the newly combined company through the favorable ownership structure. At close, the new company expects to publicly list on the New York Stock Exchange with Fairmount Santrol’s shareholders owning 35 percent and Sibelco owning 65 percent of the new company.

In addition, Fairmount Santrol has entered into a voting agreement with holders of approximately 26 percent of the company’s currently outstanding common stock, including American securities, pursuant to which, they will vote their shares in favor of the transaction. I am honored to have been asked to lead the new company as CEO and as a member of the board of directors

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Marker:
Fairmount Santrol Ho (FMSA)
$5.535 up 0.355 (6.85%)
Volume: 3,475,124