Unimin, Fairmount Santrol Merge

Fairmount Santrol and Unimin Corporation, a wholly owned subsidiary of SCRSibelco NV jointly announced that the Boards of Directors of both companies have approved a definitive agreement under which Fairmount and Unimin will combine in a tax-free, cash and stock transaction.
 
The new company, which will list on the New York Stock Exchange, will combine the two organizations’ strong product portfolios and asset footprints to create an industry-leading proppant and industrial materials solutions provider, serving both energy and industrial customers.
 
The combined company is expected to have 45 million tons of annual sand and mineral processing capacity and 3 million tons of annual coating capacity. In addition, the combined company will operate a comprehensive logistics platform with a large-scale terminal network across North America, comprising 96 distribution terminals with 18 unit-train capable terminals, and access to all major railways serving major oil and gas basins.
 
On a pro forma basis, the new company would have had revenue of approximately $2 billion and Adjusted EBITDA of approximately $400 million, excluding expected synergies, for the 12-month period ended Sept. 30, 2017. The industrial segment represents 45 percent of gross profit and the proppants segment represents 55 percent. The transaction is expected to generate significant shareholder value, including a $170 million cash payment to Fairmount shareholders. In addition, it is expected to strengthen the companies’ leadership positions in serving both the industrial and energy markets through a broader, more diverse product offering and logistics footprint. The combined company is targeting $150 million of identified annual operational synergies, resulting in over $1 billion in value creation.
 
“This is a compelling transaction for our shareholders and for our many other stakeholders, including our customers, employees and communities,” said Fairmount Santrol President and CEO Jenniffer Deckard. “By combining the complementary strengths of both Unimin and Fairmount Santrol, we will create a premier provider of industrial materials and proppant solutions with benefits and growth opportunities that far surpass what either company could achieve alone. Together we will serve our customers more efficiently and effectively with a broader and more diverse product offering, greater technical expertise, improved scale and geographic diversity and an expanded logistics platform. We have long respected the Unimin organization and believe our shared cultures of sustainability and long-term value creation will enable us to realize the benefits of this merger.”
 
Key Transaction Terms and Details
Under the terms of the merger agreement, at the closing of the transaction, Fairmount shareholders, including equity award holders, will receive $170 million in cash, or approximately $0.74 per share based on Fairmount’s current diluted share count, and will own 35 percent of the combined company, with Sibelco owning the remaining 65 percent. The transaction is structured to be tax-free to Fairmount shareholders. Sibelco will maintain ownership of Unimin’s high-purity quartz business, which mainly serves electronics manufacturers in Asia.

Upon closing, the combined company’s Board of Directors is expected to comprise 11 members, six of whom will be recommended by Sibelco, including Jean Luc Deleersnyder, Sibelco’s Chief Executive Officer, and four of whom will be recommended by Fairmount. Deckard is expected to serve as CEO and as a director of the combined company. Sibelco has the right to nominate the independent Chairman of the combined company.