DENVER, Jan. 11,
2024 /PRNewswire/ -- Summit Materials,
Inc. (NYSE: SUM, "Summit" or the "Company") announced
today that its shareholders have voted overwhelmingly to approve
certain proposals related to the Transaction Agreement, dated
September 7, 2023 (the "Transaction
Agreement") by and among the Company, Argos North America Corp.
("Argos USA," the U.S. operations
of Cementos Argos S.A. (CCB.CN, CEMARGOS CB) ("Cementos Argos")),
Cementos Argos, Argos SEM, LLC, and Valle Cement Investments, Inc.
Approximately 98.8% of the votes cast at today's Special Meeting of
Stockholders voted to approve a proposal to issue 54,720,000 shares
of Summit's Class A common stock, par value $0.01 per share, to Cementos Argos and its
affiliates at the closing of the transactions contemplated by the
Transaction Agreement. Additionally, approximately 99.4% of the
votes cast at today's Special Meeting of Stockholders voted to
approve a proposal to issue one share of Summit's preferred stock,
par value $0.01 per share, to
Cementos Argos at the closing of the transactions contemplated by
the Transaction Agreement. Each of these proposals are described in
further detail in Summit's definitive proxy statement filed with
the U.S. Securities and Exchange Commission on December 12, 2023 (the "Proxy Statement").
"Today's vote was a clear endorsement by Summit shareholders
that they see the strong strategic and financial rationale behind
this transformative transaction," said Anne
Noonan, Summit Materials President and CEO. "We are pleased
to achieve this important milestone and as we move towards a
seamless closing and integration of Argos USA, we look forward to delivering on the
strategic and financial benefits we see for all of our
stakeholders."
The Transaction is expected to close on January 12, 2024, subject to the satisfaction of
the remaining closing conditions set forth in the Transaction
Agreement, which are described in further detail in the Proxy
Statement.
On September 7, 2023, Summit
Materials entered into a definitive agreement to combine with Argos
USA. This combination creates the
fourth-largest cement platform in the
United States and accelerates Summit's 'Elevate Summit'
strategy. The combined business is expected to generate annual
synergies of at least $100 million
with approximately 50% delivered within the first 24 months.
Additionally, the combination is expected to increase free cash
flow per share by 15-25% thereby creating a powerful engine to
reduce leverage and invest in organic and inorganic growth
opportunities.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor and
Davis Polk & Wardwell LLP and
Davis Graham & Stubbs LLP are
acting as legal counsel to Summit Materials.
About Summit Materials, Inc.
Summit Materials is a leading vertically integrated
materials-based company that supplies aggregates, cement, ready-mix
concrete and asphalt in the United
States and British Columbia,
Canada. Summit is a geographically diverse, materials-based
business of scale that offers customers a single-source provider of
construction materials and related downstream products in 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 growth opportunities in new
and existing markets. For more information about Summit Materials,
please visit www.summit-materials.com.
Cautionary Note 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," "outlook," "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 benefits of the Transaction,
including future financial and operating results, the combined
company's plans, objectives, expectations and intentions, and other
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
Summit's Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, as filed with the
SEC, and any factors discussed in the section entitled "Risk
Factors" in any of our subsequently filed SEC filings (including
the Proxy Statement); 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 us and Cementos Argos; (ii) the
outcome of any legal proceedings that may be instituted against us
or Cementos Argos; (iii) the possibility that the Transaction 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 (and the risk
that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected
benefits of the Transaction); (iv) the risk that the benefits from
the Transaction may not be fully realized or may take longer to
realize than expected, including as a result of changes in, or
problems arising from, general economic and market conditions,
interest and exchange rates, monetary policy, laws and regulations
and their enforcement, and the degree of competition in the
geographic and business areas in which we and Cementos Argos
operate; (v) the ability to promptly and effectively integrate our
business and the businesses of Cementos Argos; (vi) the possibility
that the Transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(vii) reputational risk and potential adverse reactions of our or
Cementos Argos's customers, employees or other business partners,
including those resulting from the announcement or completion of
the Transaction; (viii) the dilution caused by our issuance of
additional shares of capital stock in connection with the
Transaction; (ix) the diversion of management's attention and time
from ongoing business operations and opportunities on
Transaction-related matters; and (x) the impact of the global
COVID-19 pandemic on our or Cementos Argos's businesses, the
ability to complete the Transaction or any of the other foregoing
risks.
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 these materials. 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.
Contact Information
Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
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SOURCE Summit Materials, Inc.