RMX Holdings, Inc. Forms Special Committee
01 July 2010 - 5:58AM
Business Wire
RMX Holdings, Inc. (NYSE Amex: RMX) announced today that
the Board of Directors of RMX Holdings, Inc. (the “Company”) has appointed a Special
Committee of independent directors to review and evaluate any
acquisition proposal received from the Company’s controlling
shareholder, Meadow Valley Parent Corp., a Delaware corporation
(“MVP”) and to consider the Company’s other alternatives. The
Special Committee was formed in response to a Schedule 13D/A filed
by Meadow Valley Parent on May 12, 2010, which disclosed that MVP,
by letter to the Company’s Board of Directors, encouraged the
Company’s board to (i) promptly declare a special cash distribution
in the amount of $5,000,000 and (ii) undertake immediate action to
conduct a 1 for 2,645,212 reverse stock split of its issued and
outstanding shares of Common Stock (the “Proposed Transaction”). As
described by MVP, if successful, completion of the Proposed
Transaction would, among other things, (i) cause MVP to become the
sole stockholder of the Company, (ii) cause the delisting of our
Common Stock from the NYSE Amex LLC (to the extent such delisting
has not already occurred) and (iii) cause our Common Stock to
become eligible for termination of registration pursuant to Section
12 of the Securities Exchange Act of 1934, as amended. The Special
Committee has retained Fennemore Craig, P.C. and Gilford Securities
Incorporated as its independent legal and financial advisors,
respectively. The Special Committee members are Gary A. Agron,
Chair, Charles E. Cowan, Charles R. Norton and Dan H. Stewart.
There can be no assurance that an agreement on terms
satisfactory to the Special Committee will result from any proposal
submitted by MVP, or that any transaction recommended by the
Special Committee will be completed.
About RMX Holdings, Inc.
RMX Holdings, Inc. formerly provided ready-mix concrete products
to the construction industry since 1997, but has no active business
operations at this time. On April 1, 2010, the Company completed an
asset sale for substantially all of its assets.
Forward-Looking Statements
Statements regarding the evaluation of strategic options, any
transaction, including the timing or effects thereof, change in or
continuation of current business plan, increase in stockholder
value, as well as any other statements that are not historical
facts in this press release are forward-looking statements. Such
forward-looking statements are based on current expectations and
actual results or future events may differ materially. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results
of the Company or future events to differ materially from those
expressed in or underlying such forward-looking statements,
including without limitation: results of the Board's evaluation of
strategic alternatives; the ability to obtain Board and stockholder
approvals of any proposed transaction; customary conditions to the
closing of any proposed transaction; national and local economic,
business, real estate and other market conditions; the competitive
environment in which the Company operates; the execution of the
Company's business plan; financing risks; acquisition and location
development risks; potential environmental and other liabilities;
and other factors affecting the construction industry generally.
For further discussion of certain factors that could affect
outcomes, please refer to the "Risk Factors" section of the
Company's annual report on Form 10-K for the year ended December
31, 2009, and other subsequent filings by the Company with the
Securities and Exchange Commission. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated. Except as otherwise stated in this press
release, the Company does not undertake any obligation to publicly
update or revise any forward-looking statements because of new
information, future events or otherwise.
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