Ash Grove Cement Company Board of Directors Declares Special Dividend in Connection with Pending Acquisition by CRH plc

Ash Grove Cement Company Board of Directors Declares Special Dividend in Connection with Pending Acquisition by CRH plc

Acquisition Expected to be Completed within Five Business Days

OVERLAND PARK, Kan.  (June 18, 2018) – Ash Grove Cement Company today announced that its board of directors has declared a special dividend of $100 per share of outstanding Common Stock and Class B Common Stock, and $105 per share of outstanding Class D Common Stock, contingent on the closing of the transaction under the previously reported Agreement and Plan of Merger with CRH plc, under which CRH plc will acquire Ash Grove.

The special dividend will be payable to stockholders of record immediately prior to the effective time of the merger and will be paid following the effective time of the merger in conjunction with the payment of the merger consideration. Stockholders will receive information by mail regarding the process for surrendering stock certificates and receiving payment of the merger consideration and special dividend.

Under the terms of the merger agreement, Ash Grove stockholders will be entitled to receive cash merger consideration comprised of a pro rata share (based on the number of shares of stock outstanding) of a $3.5 billion enterprise value, minus adjustments for certain non-controlling interests and debt-like items and certain other liabilities, and further adjusted to the extent net working capital and cash on hand at closing vary from certain thresholds. It is expected that approximately 98% of the merger consideration will be paid at the time of closing based on estimated information, and an additional amount, if any, will be paid following completion of a post-closing adjustment process intended to "true-up" the closing estimates to actual amounts as of the closing date. While the final amount of the merger consideration will not be determined until after closing of the transaction due to fluctuation of certain components thereof through closing, the Company currently estimates that the final amount of merger consideration will be in the range of approximately $456 - $466 per share based on Ash Grove’s balance sheet as of May 31, 2018.

The transaction is expected to close within five business days, subject to satisfaction of customary conditions, though there can be no assurance regarding timing of the closing.

 

About Ash Grove Cement Company

Ash Grove Cement Company is a leader and pioneer in the cement industry. For 136 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 2017, Ash Grove shipped 8.5 million tons of cement from eight cement plants and its network of terminals 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 sent its stockholders an information statement in connection with the approval of the pending transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE INFORMATION STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION. Stockholders may obtain a free copy of the information statement by contacting the Company's secretary at 1-913-451-8900.

Forward-Looking Statements

This press release includes forward-looking statements related to Ash Grove and the pending 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 pending transaction, estimated amounts of merger consideration and anticipated dividends, the occurrence and timing of any closing of the pending 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.

 

Contact:

Lisa Ketteler, Director of Communications

lisa.ketteler@ashgrove.com

Lisa Ketteler