Ash Grove Cement Company Provides Updates Regarding Pending Acquisition by CRH plc

Preliminary, Non-Binding Competing Proposal Received from Third Party

Special Meeting for Vote on Merger Agreement with CRH plc set for November 1, 2017

Stockholders of Record on October 5, 2017 entitled to vote at Special Meeting

OVERLAND PARK, Kansas – October 5, 2017 – Ash Grove Cement Company today provided certain updates regarding the previously announced Agreement and Plan of Merger with CRH plc, under which CRH plc will acquire Ash Grove.

Ash Grove announced that it has received a preliminary, non-binding competing proposal from a third party to acquire Ash Grove at an indicated enterprise value of $3.7 billion to $3.8 billion.  The board of directors of Ash Grove has determined that such proposal could reasonably be expected to result in a superior proposal and has determined to engage with such third party regarding its proposal.  Accordingly, in accordance with the Agreement and Plan of Merger with CRH plc, Ash Grove has so advised CRH plc and the window shop period (as defined in the merger agreement) with respect to this competing proposal has been extended until 5:00 p.m. (New York time) on October 20, 2017.  There can be no assurance that such competing proposal will lead to a definitive offer or, if such an offer is made, that the board of directors will determine that such offer is superior to the transaction with CRH plc.

Ash Grove also announced that it has established a record date of October 5, 2017, and a meeting date of November 1, 2017, for a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the previously announced Agreement and Plan of Merger with CRH plc.  Ash Grove will be mailing proxy materials for the special meeting to stockholders of record as of the record date.  Persons beneficially owning shares through a bank or broker will need to obtain proxy materials through their bank or broker.  Holders of outstanding shares of Ash Grove common stock and Class B common stock as of the close of business on the record date for the special meeting will be entitled to receive notice of, and to vote at, the special meeting.  When it approved the Agreement and Plan of Merger with CRH plc, the Ash Grove board of directors determined to recommend, and it continues to recommend, that Ash Grove stockholders vote in favor of the proposal to adopt the Agreement and Plan of Merger with CRH plc.

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 a proxy statement in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY 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 proxy statement (when it is available) by contacting the Company's secretary at 913-451-8900.

Forward-Looking Statements

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.

 

 

Media Contact:

Lisa Ketteler, Director of Communications

lisa.ketteler@ashgrove.com

Lisa Ketteler