Ash Grove Cement Company Announces Stockholder Approval of Pending Acquisition by CRH plc
Previously Announced Special Meeting Cancelled
Acquisition Remains Subject to Regulatory Approval
Definitive Competing Proposal Not Provided by Third Party
OVERLAND PARK, Kan. (Oct. 20, 2017) – Ash Grove Cement Company today announced that its previously announced Agreement and Plan of Merger with CRH plc (the "CRH merger agreement"), under which CRH plc will acquire Ash Grove, has been approved by stockholders holding more than a majority of the outstanding voting stock, acting by written consent.
Following execution of the CRH merger agreement, stockholders representing approximately 63.4% of the outstanding voting stock delivered written consents approving the transaction, of which, consents representing approximately 31.5% of the outstanding voting stock became effective immediately. The remaining consents, representing approximately 31.9% of the outstanding voting stock, became effective today upon expiration of the window shop period under the CRH merger agreement, thereby constituting stockholder approval of the transaction.
As previously announced, the window shop period under the CRH merger agreement had been extended until 5:00 p.m. (New York time) on October 20, 2017 upon receipt of an unsolicited, preliminary, non-binding competing proposal from Summit Materials, LLC that the board of directors of Ash Grove had determined could reasonably be expected to result in a superior proposal. As permitted under the CRH merger agreement, Ash Grove subsequently provided confidential information to Summit Materials, LLC, but Summit Materials, LLC did not submit a definitive proposal.
As the CRH merger agreement has now been approved by stockholders, no further action by any Ash Grove stockholder is required to approve the merger agreement and Ash Grove has cancelled its previously announced special meeting of stockholders that was scheduled for November 1, 2017. Ash Grove will be mailing an information statement to its stockholders providing formal notice of the stockholder approval by written consent as required by law.
The transaction is currently expected to close in late 2017 or early 2018, subject to receipt of regulatory approval and satisfaction of other customary conditions, though there can be no assurance regarding timing of completion of regulatory processes.
About Ash Grove Cement Company
Ash Grove Cement Company is a leader and pioneer in the cement industry. For 135 years, Ash Grove has provided portland and masonry cements to construct highways, bridges, commercial and industrial complexes, single- and multi-family homes, and other important structures fundamental to America's economic vitality and quality of life. In 2016, Ash Grove shipped 8.2 million tons of cement from eight cement plants located throughout the Midwest, Texas and Western United States. In addition to cement manufacturing facilities, the company operates 52 ready-mixed concrete plants, 25 sand and gravel plants, 20 limestone quarries and nine packaged products plants. Learn more at ashgrove.com and twitter.com/AshGroveCement.
Additional Information and Where to Find it
Ash Grove Cement Company intends to prepare and send to its stockholders an information statement in connection with the approval of proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE INFORMATION STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Stockholders may obtain a free copy of the information statement (when it is available) by contacting the Company's secretary at 1.913.451.8900.
This press release includes forward-looking statements related to Ash Grove and the proposed acquisition of Ash Grove pursuant to the merger agreement that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Ash Grove. Forward-looking statements include, without limitation, statements regarding the proposed transaction, estimated amounts of merger consideration and anticipated dividends, the occurrence and timing of any closing of the proposed transaction, and other matters. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: receipt of required approvals; whether or not the transaction is consummated; the timing of any closing; fluctuations in working capital, liability estimates and amounts and other items; Ash Grove's operating performance and financial results prior to closing; the occurrence of unanticipated events; and other factors. All forward-looking statements are based on information currently available to Ash Grove, and Ash Grove assumes no obligation to, and disclaims any intent to, update any such forward-looking statements.
Lisa Ketteler, Director of Communications