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FTC Ruling Clears Path for Fairmount-Unimin

March 26, 2018
Regulatory panel grants early termination of waiting period, merger expected by midyear

A recent U.S. Federal Trade Commission ruling will help move the proposed combination of Fairmount Santrol and Unimin Corp. a bit closer to completion, according to a statement from the buyer. The FTC approved an early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, an anti-trust regulation that requires merger parties to make a detailed case to the FTC and U.S. Dept. of Justice, and wait for those agencies to determine that their transaction will not adversely affect the market’s competitive balance.

Last December, Fairmount Santrol and Unimin Corp. (a subsidiary of SCR-Sibelco NV) announced a definitive agreement, potentially combining two of the largest suppliers of silica products to the metalcasting market.

The “tax-free, cash and stock transaction” will mean Fairmount shareholders will receive $170 million in cash (approximately $0.74/share) and will own 35% of the combined company. Sibelco will own the remaining 65%.

The combination is expected to be completed by midyear.

Sibelco will maintain separate ownership of Unimin's high-purity quartz business.

The combined company will supply industrial materials (e.g., foundry sand) and proppants (for hydraulic fracturing, or “fracking”) at an annual production capacity of approximately 45 million tons of sand and minerals. Their combined reserves are projected at more than 1.3 billion tons.

Jenniffer Deckard, the current CEO of Fairmount Santrol, is expected to serve as CEO and as a director of the combined company.

In a recent conference call with market analysts, Deckard stated that the merged organization will gain synergies by optimizing the individual companies' "asset footprints — including over 50 origin facilities, multiple rail lines and nearly 100 terminals — to drive substantial cost savings across thousands of potential origin-destination pairs."

Deckard is expected to serve as CEO and a director of the combined company.