BIRMINGHAM, Ala.
and EULESS, Texas,
June 7, 2021 /PRNewswire/ -- Vulcan
Materials Company (NYSE: VMC), a leading producer of construction
aggregates, and U.S. Concrete, Inc. (NASDAQ: USCR), a leading
supplier of aggregates and ready-mixed concrete, today announced
that they have entered into a definitive merger agreement. Under
the terms of the agreement, Vulcan will acquire all of the issued
and outstanding shares of U.S. Concrete common stock for a purchase
price of $74.00 per share in cash,
which represents a total equity value of $1.294 billion. The transaction has been
unanimously approved by the boards of directors of both companies
and is expected to close in the second half of 2021, subject to
U.S. Concrete shareholder approval, regulatory clearance, and other
customary closing conditions.
Headquartered in Euless, Texas,
U.S. Concrete operates in large, attractive metropolitan areas that
complement Vulcan's existing footprint. With 27 aggregates
operations serving California,
Texas and the Northeast, that
shipped 12.6 million tons in 2020, the acquisition of U.S.
Concrete's portfolio represents a natural addition to Vulcan's
business. The transaction also provides strategically
oriented ready-mixed concrete operations that will expand Vulcan's
service capabilities. Other highlights include:
- Complements Vulcan's existing aggregates business in
California with access to
blue-water source of high quality aggregates reserves;
- Enhances Vulcan's position in key Texas growth areas;
- Expands Vulcan's aggregates footprint, including in the
attractive New York and
New Jersey metropolitan
areas;
- Expected to increase Vulcan's EBITDA by approximately
$190 million before synergies;
and,
- Expected to be accretive to Vulcan's earnings per share in the
first full year following closing.
Tom Hill, Chairman and CEO of
Vulcan Materials Company, said, "U.S. Concrete is an important
Vulcan customer in a number of key areas, and this transaction is a
logical and exciting step in our growth strategy as we further
bolster our geographic footprint. Ronnie Pruitt and his team have done an
excellent job growing and operating its business, and we look
forward to welcoming the U.S. Concrete employees to the Vulcan
family. This is a merger of two corporate cultures that value
people, technology, operating disciplines, customer service and the
entrepreneurial spirit, and it positions Vulcan to further drive
sustainable, long-term shareholder value."
Ronnie Pruitt, President and CEO
of U.S. Concrete added, "Today's announcement that we are combining
with Vulcan, a leading producer of construction aggregates, marks a
major milestone in U.S. Concrete's history. We are proud of the
work our team has accomplished over the past few years to achieve
operational excellence and serve our customers and believe
combining with Vulcan will provide us with the opportunity to build
on our progress. Our combined organization will share an extensive
and successful track record of acquisitions and greenfield
development, and we look forward to working with Tom and the entire
Vulcan family to close this transaction and integrate our two
strong businesses."
The Greystone Group is serving as financial advisor to Vulcan.
Truist Securities, Inc. is serving as sole lead arranger on
committed financing to Vulcan. Wachtell, Lipton, Rosen &
Katz and Bradley Arant Boult Cummings LLP are serving as legal
counsel to Vulcan. Evercore and BNP Paribas Securities Corp.
are serving as financial advisors to U.S. Concrete. Gibson, Dunn
& Crutcher, LLP and Akin Gump Strauss Hauer & Feld LLP are
serving as legal counsel to U.S. Concrete.
About Vulcan Materials
Vulcan Materials Company
(NYSE: VMC), a member of the S&P 500 Index with headquarters in
Birmingham, Alabama, is a leading
producer of construction aggregates – primarily crushed stone, sand
and gravel – and a major producer of aggregates-based construction
materials, including asphalt and ready-mixed concrete.
For additional information about Vulcan, go to
www.vulcanmaterials.com.
About U.S. Concrete
U.S. Concrete, Inc. (NASDAQ:
USCR) is a leading supplier of aggregates and concrete for
infrastructure, residential and commercial projects across the
country. U.S. Concrete holds leading positions in the
high-growth metropolitan markets of Dallas/Fort Worth, San Francisco, New
York City, Philadelphia,
and Washington, D.C., and its
materials have been used in some of the most complex and highly
specialized construction projects of the last decade. U.S.
Concrete has continued to grow organically and through a series of
strategic acquisitions of independent producers.
For more information on U.S. Concrete, visit
www.us-concrete.com.
NON-GAAP MEASURES
GAAP does not define "Earnings
Before Interest, Taxes, Depreciation and Amortization" (EBITDA) and
it should not be considered as an alternative to earnings measures
defined by GAAP. We use this metric to assess the operating
performance of our business and as a basis for strategic planning
and forecasting as we believe that it closely correlates to
long-term shareholder value. We do not use this metric as a measure
to allocate resources. We adjust EBITDA for certain items to
provide a more consistent comparison of earnings performance from
period to period. It is not practicable to reconcile, without
unreasonable efforts, these forward looking measures to the most
comparable GAAP measures due to unknown variables and uncertainty
related to future results. Please see note on Forward-Looking
Statement Disclaimer for further discussion.
FORWARD-LOOKING STATEMENT DISCLAIMER
This
communication contains "forward-looking statements" as that term is
defined under the Private Securities Litigation Reform Act of 1995
and other securities laws, regarding Vulcan and U.S. Concrete,
including, but not limited to, statements about the benefits of the
proposed transaction between Vulcan and U.S. Concrete, including
future financial and operating results, Vulcan's or U.S. Concrete's
plans, objectives, expectations and intentions and the expected
timing of completion of the proposed transaction. You can generally
identify forward-looking statements by the use of forward-looking
terminology such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "explore," "evaluate," "intend," "may,"
"might," "plan," "potential," "predict," "project," "seek,"
"should," or "will," or the negative thereof or other variations
thereon or comparable terminology. These forward-looking statements
are based on each of the companies' current plans, objectives,
estimates, expectations and intentions and inherently involve
significant risks and uncertainties, many of which are beyond
Vulcan's or U.S. Concrete's control. Actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with: Vulcan's and U.S. Concrete's ability
to complete the transaction on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary regulatory and stockholder
approvals and the satisfaction of other closing conditions to
consummate the proposed transaction; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the definitive merger agreement relating to the
proposed transaction; failure to realize the expected benefits of
the proposed transaction; significant transaction costs and/or
unknown or inestimable liabilities; the risk that U.S. Concrete's
business will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; Vulcan's ability to obtain the expected financing to
consummate the proposed transaction; risks related to future
opportunities and plans for the combined company, including the
uncertainty of expected future regulatory filings, financial
performance and results of the combined company following
completion of the proposed transaction; disruption from the
proposed transaction, making it more difficult to conduct business
as usual or maintain relationships with customers, employees or
suppliers; effects relating to the announcement of the proposed
transaction or any further announcements or the consummation of the
transaction on the market price of Vulcan's or U.S. Concrete's
common stock; the possibility that, if Vulcan does not achieve the
perceived benefits of the proposed transaction as rapidly or to the
extent anticipated by financial analysts or investors, the market
price of Vulcan's common stock could decline; the risk of potential
shareholder litigation associated with the possible transaction,
including resulting expense or delay; regulatory initiatives and
changes in tax laws; the impact of the COVID-19 pandemic on the
operations and financial results of Vulcan, U.S. Concrete or the
combined company; general economic conditions; and other risks and
uncertainties affecting Vulcan and U.S. Concrete, including those
described from time to time under the caption "Risk Factors" and
elsewhere in Vulcan's and U.S. Concrete's Securities and Exchange
Commission ("SEC") filings and reports, including Vulcan's Annual
Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form
10-Q for the quarter ended March 31,
2021, U.S. Concrete's Annual Report on Form 10-K for the
year ended December 31, 2020 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and future filings and reports by
either company. Moreover, other risks and uncertainties of which
Vulcan or U.S. Concrete are not currently aware may also affect
each of the companies' forward-looking statements and may cause
actual results and the timing of events to differ materially from
those anticipated. Vulcan and U.S. Concrete caution investors that
such forward-looking statements are not guarantees of future
performance and that undue reliance should not be placed on such
forward-looking statements. The forward-looking statements made in
this communication are made only as of the date hereof or as of the
dates indicated in the forward-looking statements and reflect the
views stated therein with respect to future events as at such
dates, even if they are subsequently made available by Vulcan or
U.S. Concrete on their respective websites or otherwise. Neither
Vulcan nor U.S. Concrete undertakes any obligation to update or
supplement any forward-looking statements to reflect actual
results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of
which the forward-looking statements were made.
No Offer or Solicitation/Additional Information and Where to
Find It
This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
This communication is being made in connection with the proposed
transaction between Vulcan and U.S. Concrete. In connection with
the proposed transaction, U.S. Concrete intends to file a proxy
statement with the SEC. Each of Vulcan and U.S. Concrete may also
file other relevant documents with the SEC regarding the proposed
transaction. The information in the preliminary proxy statement
will not be complete and may be changed. The definitive proxy
statement will be delivered to stockholders of U.S. Concrete. This
communication is not a substitute for any proxy statement or any
other document that may be filed with the SEC in connection with
the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF VULCAN AND U.S. CONCRETE ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free
copies of the preliminary proxy statement and the definitive proxy
statement (in each case, if and when available) and other documents
containing important information about Vulcan, U.S. Concrete and
the proposed transaction once such documents are filed with the SEC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Vulcan will be
available free of charge on Vulcan's website at
https://www.vulcanmaterials.com. Copies of the documents filed with
the SEC by U.S. Concrete will be available free of charge on U.S.
Concrete's website at https://www.us-concrete.com.
Participants in the Solicitation
Vulcan, U.S.
Concrete, their respective directors and certain of their
respective executive officers and employees may be deemed to be
participants in the solicitation of proxies from U.S. Concrete's
stockholders in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of U.S. Concrete
stockholders in connection with the proposed transaction, including
a description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement
when it is filed with the SEC. Information about these persons is
included in each company's annual proxy statement and in other
documents subsequently filed with the SEC, and will be included in
the proxy statement when filed.
Vulcan Materials Company
Investor Contact: Mark Warren
(205) 298-3220
Media Contact: Janet Kavinoky
(205) 298-3220
U.S. Concrete
Investor Contact: Sharon Ellis (844)
828-4774
Media Contact: Leigh Parrish /
Jed Repko (Joele Frank, Wilkinson Brimmer Katcher) (212)
355-4449
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SOURCE Vulcan Materials Company; U.S. Concrete, Inc.