DENVER, Jan. 7, 2025
/PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM) ("Summit,"
"Summit Materials" or the "Company"), a leading producer of
aggregates and cement, today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 in connection with Summit's previously announced
definitive agreement to be acquired by Quikrete Holdings, Inc.
("Quikrete" or the "Purchaser") for $52.50 per share in cash (the "Merger").
The Merger is expected to close within the first quarter of
2025, subject to the satisfaction of remaining customary closing
conditions, as well as receipt of regulatory approvals and Summit
stockholder approval. Upon completion of the Merger, Summit will
become a privately held subsidiary of Quikrete and its common stock
will no longer be traded on the NYSE.
Advisors
Morgan Stanley & Co. LLC and
Evercore are acting as financial advisors to Summit, and
Davis Polk & Wardwell LLP is acting
as legal advisor. Wells Fargo is
acting as exclusive financial advisor to Quikrete,
and Troutman Pepper Hamilton Sanders LLP
and Covington & Burling LLP are
acting as legal counsel. Wells Fargo has provided a debt financing commitment
for the Merger.
About Summit Materials, Inc.
Summit Materials is a
market-leading producer of aggregates and cement with vertically
integrated operations that supply ready-mix concrete and asphalt in
select markets. Summit is a geographically diverse, materials-led
business of scale that offers customers in the United
States and British Columbia, Canada high quality
products and services for the public infrastructure, residential
and non-residential end markets. Summit has a strong track record
of successful acquisitions since its founding and continues to
pursue high-return growth opportunities in new and existing
markets. For more information about Summit Materials, please
visit www.summit-materials.com.
About Quikrete Holdings, Inc.
Quikrete Holdings,
Inc. (Quikrete) is a privately owned family business founded in
1940. It is a leading building materials company based
in Atlanta, Georgia. From the
original yellow bag of premixed concrete, today Quikrete's
portfolio of brands includes Quikrete, Spec Mix, Rinker Materials,
U.S. Pipe, Contech Engineered Solutions, Keystone Hardscapes,
Pavestone, Custom Building Products, QPR, and other leading brands.
The products produced by the collection of brands include packaged
cementitious products, pavers, retaining wall systems, masonry
units, tile grouts and thin sets, concrete pipe, box culverts,
corrugated metal pipe, ductile iron pipe, engineered storm water
systems, structural precast, and steel pedestrian and vehicular
bridges. The company services the US and Canadian commercial
construction, residential, and infrastructure markets. This broad
array of products and expertise allows Quikrete to provide nearly
every product required for most any type of construction
project.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes "forward-looking
statements" within the meaning of the federal securities laws,
which involve risks and uncertainties. Forward-looking statements
include all statements that do not relate solely to historical or
current facts, and you can identify forward-looking statements
because they contain words such as "believes," "expects," "may,"
"will," "should," "seeks," "intends," "trends," "plans,"
"estimates," "projects" or "anticipates" or similar expressions
that concern our strategy, plans, expectations or intentions. All
statements made relating to our estimated and projected earnings,
margins, costs, expenditures, cash flows, growth rates and
financial results are forward-looking statements. Such
forward-looking statements include but are not limited to
statements about the Merger, including statements that are not
historical facts. These forward-looking statements are subject to
risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. We derive many of our
forward-looking statements from our operating budgets and
forecasts, which are based upon many detailed assumptions. While we
believe that our assumptions are reasonable, it is very difficult
to predict the effect of known factors, and, of course, it is
impossible to anticipate all factors that could affect our actual
results. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by us or any
other person that the results or conditions described in such
statements or our objectives and plans will be realized. Important
factors could affect our results and could cause results to differ
materially from those expressed in our forward-looking statements,
including but not limited to the factors discussed in the section
entitled "Risk Factors" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 30,
2023, and Quarterly Report on Form 10-Q for the fiscal
quarter ended March 30, 2024, each as
filed with the Securities and Exchange Commission ("SEC"), and any
factors discussed in the section entitled "Risk Factors" in any of
our subsequently filed SEC filings; and the following: (i)
the occurrence of any event, change, or other circumstance that
could give rise to the right of one or both of the parties to
terminate the definitive transaction agreement between the Company
and Purchaser, including in circumstances requiring the Company to
pay a termination fee; (ii) potential litigation relating to the
Merger that could be instituted against the parties to the
definitive transaction agreement or their respective directors or
officers, including the effects of any outcomes related thereto;
(iii) the possibility that the Merger does not close when expected
or at all because required regulatory, shareholder, or other
approvals and other conditions to closing are not received or
satisfied on a timely basis or at all; (iv) reputational risk and
potential adverse reactions of customers, employees or other
business partners and the businesses generally, including those
resulting from the announcement of the Merger; (v) the risk that
any announcements relating to the Merger could have adverse effects
on the market price of the Company's common stock; (vi) significant
transaction costs associated with the Merger; and (vii) the
diversion of management's attention and time from ongoing business
operations and opportunities on Merger-related matters. All
subsequent written and oral forward-looking statements attributable
to us, or persons acting on our behalf, are expressly qualified in
their entirety by these cautionary statements. Any forward-looking
statement that we make herein speaks only as of the date of this
communication. We undertake no obligation to publicly update or
revise any forward-looking statement as a result of new
information, future events or otherwise, except as required by
law.
All subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Any
forward-looking statement that we make herein speaks only as of the
date of this communication. We undertake no obligation to publicly
update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as required by
law.
Additional Information and Where to Find It
This
communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities. This
communication relates to the Merger. In connection with the
Merger, on December 30, 2024 the
Company filed with the SEC a definitive proxy statement on Schedule
14A relating to a special meeting of its stockholders (the "Proxy
Statement"). This communication is not a substitute for the Proxy
Statement or any other document that the Company may file with the
SEC and send to its stockholders in connection with the Merger. The
Merger will be submitted to the Company's stockholders for their
consideration. Before making any voting decision, the Company's
stockholders are urged to read all relevant documents filed or to
be filed with the SEC, including the Proxy Statement, as well as
any amendments or supplements to those documents, when they become
available, because they will contain important information about
the Company and the Merger.
The Company's stockholders will be able to obtain a free copy of
the Proxy Statement, as well as other filings containing
information about the Company, free of charge, at the SEC's website
(www.sec.gov). Copies of the Proxy Statement and other
documents filed by the Company with the SEC may be obtained,
without charge, by contacting the Company through its website at
https://investors.summit-materials.com/corporate-profile/default.aspx.
Participants in the Solicitation
The Company, its
directors, executive officers and other persons related to the
Company may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in connection with the
Merger. Information about the directors and executive
officers of the Company and their ownership of common stock of the
Company is set forth in the section entitled "Our
Stockholders—Holdings of Major Stockholders" in the Company's proxy
statement for its 2024 annual meeting of stockholders, which was
filed with the SEC on April 8, 2024
(and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001621563/000114036124018480/ny20019511x1_def14a.htm).
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in
the Proxy Statement and other relevant materials to be filed with
the SEC in connection with the Merger when they become
available. Free copies of these documents may be obtained as
described in the preceding paragraph.
Contacts:
Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
Jim Barron/Benjamin Spicehandler/Danielle Berg
FGS Global
Summit@fgsglobal.com
Patrick Lenow
Vice President, Marketing & Communications
Quikrete Holdings, Inc.
404-634-9100
Patrick.Lenow@quikrete.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/summit-materials-announces-expiration-of-hsr-act-waiting-period-for-acquisition-by-quikrete-302344695.html
SOURCE Summit Materials, Inc.
