Unimin Corp. and Fairmount Santrol, Upon Completion of Merger, to Become Covia

5/7/18

CHESTERLAND, Ohio and NEW CANAAN, Conn., May 07, 2018 (GLOBE NEWSWIRE) -- Fairmount Santrol (NYSE:FMSA) and Unimin Corporation announced today that following the close of their proposed merger, the combined company will be known as Covia Holdings Corporation and will trade on the New York Stock Exchange under the ticker symbol “CVIA”.

In addition, Fairmount Santrol, Unimin, SCR‐Sibelco NV (“Sibelco”) and the other parties to the merger agreement governing the terms of the Merger (the “merger agreement”) have agreed to increase the number of Covia board members at closing from 11 directors to 13. The companies have named four additional, independent directors, including Chairman Richard Navarre, to complete the 13-member board.

The two companies are pleased to introduce a new name chosen to signify the introduction of a transformational leader in proppant and industrial materials solutions. “Co” symbolizes the coming together of the two companies, and represents an overall commitment to collaboration and partnership. “Via,” the Latin word for “by way of,” connotes the importance of how the Company will operate, with a focus on responsibility, quality and reliability.

Said Jenniffer Deckard, President and Chief Executive Officer of Fairmount Santrol, who will serve as President and Chief Executive Officer of Covia, “Covia will be a clear leader in our space, best positioned to serve customers in key industrial end-markets and every shale play, with a broad geographically diverse asset base and a full portfolio of high-performance solutions. Covia will further distinguish itself by the way in which it will lead.”

Board of Directors Selections

Upon closing of the Merger, Covia's board of directors will consist of 13 directors:

  • Seven directors selected by Unimin – Richard Navarre (who will be the Chairman of the Covia board), Kurt Decat, Jean-Luc Deleersnyder, Michel Delloye, Jean-Pierre Labroue, Olivier Lambrechts and Jeffrey Scofield;
  • Five directors selected by Fairmount Santrol – William Conway, Charles Fowler, Stephen Hadden, William Kelly and Matthew LeBaron; and
  • Jenniffer Deckard by virtue of serving as President and Chief Executive Officer of Covia.

Nine of the Covia directors were previously named in Unimin’s Form S-4 filed with the Securities and Exchange Commission (“SEC”) and declared effective on April 26, 2018. The four remaining directors of the Covia board, announced today, will be:

  • Richard Navarre, who will lead the Covia board as its Chairman, has more than 35 years of diverse international business and finance experience, including 19 years with Peabody Energy Corporation, serving as its President, Chief Commercial Officer, Chief Financial Officer and Executive Vice President of Corporate Development. He is currently an independent director of the Natural Resource Partners LP and Arch Coal boards, as well as chairman of the board of Civeo Corporation.
  • Stephen Hadden, who has over 40 years of experience in the oil and gas industry, having served in various management roles for Texaco Inc., now Chevron Corporation, and more recently as Executive Vice President of Worldwide Exploration and Production for Devon Energy Corporation. He has corporate board experience with Ulterra Drilling Technologies, LINN Energy and Berry Petroleum Company.
  • William Kelly, who served as Chairman and Chief Executive Officer of Unifrax Corporation for over 10 years until 2006. From 2010 to 2015, he served on the Executive Council of American Securities, LLC. He is a board member for privately held Unifrax Corporation and Smart Source Computer Rentals.
  • Jeffrey Scofield, who currently serves as Chief Operating Officer at Lime Rock Partners, where he held positions of increasing responsibility including Managing Director and Associate Director. Before that, Mr. Scofield was Vice President and Senior Associate at Harrison Lovegrove LP, an acquisition, merger and divestiture advisory firm sold to Standard Chartered, and was an analyst at Donaldson, Lufkin & Jenrette energy investment banking group and co-founded C&S Groundworks Ltd.

Richard Navarre, announced Chairman of the Covia board stated, “I have great respect for what Unimin and Fairmount Santrol have accomplished through their dedication to customers, communities, employees and other partners and look forward to continuing this commitment at Covia. Additionally, each of the named directors brings substantial and complementary business, industry and corporate governance experience to the board, to build upon Covia’s industry leadership and create value for all of our stakeholders.”

The nine previously announced directors are as follows:

  • William Conway, who has more than 40 years of sand industry experience and has served as Chairman of the Fairmount board (emeritus) since 2010. He was a co-founder of Fairmount Minerals, a predecessor entity of Fairmount Santrol.
  • Kurt Decat, who has been the Chief Financial Officer of Sibelco since joining the company in 2015, and, before that, served for 13 years as the Chief Finance Officer and as a director of Taminco Corporation, a global specialty chemical company.
  • Jenniffer Deckard, President and Chief Executive Officer of Fairmount Santrol, who will serve as President and Chief Executive Officer of Covia. She has been with Fairmount Santrol and its predecessor companies for approximately 25 years.
  • Jean-Luc Deleersnyder, who has served as a member of the Unimin board since June 2007 and has been Chief Executive Officer of Sibelco since 2014. Previously, he served an Executive Vice President of Umicore SA and started his career at McKinsey & Company.
  • Michel Delloye, who has been a permanent representative of Cytifinance SA on the board of directors of Sibelco, and the Chairman of the Audit Committee of Sibelco since 2016. Mr. Delloye is currently a member of the board of a number of major companies in Belgium, Luxembourg and Switzerland, including Vandemoortele, Matexi Group Holding and Matexi NV, Brederode, Schréder, Cosucra, Adswizz SA, Beqom and Unified Post, and is the chair of the audit committee at four of those companies.
  • Charles Fowler, who has served as a director of Fairmount Santrol since 1984 and as Chairman of the Executive Committee of the Fairmount Santrol board, was President and Chief Executive Officer of Fairmount Santrol from 1996 until 2013, and is a co-founder of Fairmount Minerals, a predecessor entity of Fairmount Santrol.
  • Olivier Lambrechts, who has served as Executive Vice President, Corporate Development, of Sibelco since 2016, and, before that, in a variety of positions with McKinsey & Company.
  • Matthew LeBaron, who has served as Chairman of the Fairmount Santrol board since 2010. He is a co-founder of LeBaronBrown Industries, a private investment holding company focused on investing in industrial businesses, and was previously a Managing Director at American Securities, LLC.
  • Jean-Pierre Lebroue, who has served as the permanent representative of Calavon Finance SAS on the board of directors of Sibelco since 2017 and as the President of Calavon Finance SAS since its incorporation in May 2017. He previously worked for Solvay, Rhodia, Aventis Pharma SA and Rhône-Poulenc.


About Fairmount Santrol

Fairmount Santrol is a leading provider of high-performance sand and sand-based products used by oil and gas exploration and production companies to enhance the productivity of their wells. Fairmount Santrol also provides high-quality products, strong technical leadership and applications knowledge to end users in the foundry, building products, water filtration, glass, and sports and recreation markets. Its expansive logistics capabilities include a wide-ranging network of distribution terminals and railcars that allow Fairmount Santrol to effectively serve customers wherever they operate. As one of the nation’s longest continuously operating mining organizations, Fairmount Santrol has developed a strong commitment to all three pillars of sustainable development, People, Planet and Prosperity. Correspondingly, Fairmount Santrol’s motto and action orientation is: “Do Good. Do Well.” For more information, visit FairmountSantrol.com.

About UniminUnimin is an application-focused minerals company providing materials solutions to its customers drawing from a diversified product portfolio and the worldwide production capabilities of Sibelco, its privately held parent organization. Unimin is one of the largest producers of quartz proppants for oil and natural gas stimulation and recovery and is a leading supplier of multi-mineral product offerings to industrial customers in glass, construction, ceramics, coatings, polymers and foundry markets

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