Rock Products

NOV 2017

Rock Products is the aggregates industry's leading source for market analysis and technology solutions, delivering critical content focusing on aggregates-processing equipment; operational efficiencies; management best practices; comprehensive market

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10 • ROCK products • November 2017 IN THE KNOW FAST FACT As the CRH merger agree- ment has now been approved by stockholders, no further action by any Ash Grove stockholder is required to approve the merger agreement. Ash Grove Cement Co.'s previously announced Agreement and Plan of Merger with CRH plc, under which CRH plc will acquire Ash Grove, has been approved by stockholders holding more than a majority of the outstanding voting stock, acting by written consent. Following execution of the CRH merger agreement, stockholders representing approximately 63.4 per- cent of the outstanding voting stock delivered written consents approving the transaction, of which, consents representing approximately 31.5 percent of the outstanding voting stock became effective immediately. The remaining consents, representing approximately 31.9 percent of the out- standing voting stock, became effective upon expiration of the window shop period under the CRH merger agree- ment, thereby constituting stockholder approval of the transaction. As previously announced, the window shop period under the CRH merger agree- ment had been extended until 5 p.m. (New York time) on Oct. 20, upon receipt of an unsolicited, preliminary, non-bind- ing competing proposal from Summit Materials, LLC that the board of direc- tors of Ash Grove had determined could reasonably be expected to result in a superior proposal. As permitted under the CRH merger agreement, Ash Grove subsequently provided confidential information to Summit Materials, but the company did not submit a definitive proposal. As the CRH merger agreement has now been approved by stockholders, no further action by any Ash Grove stock- holder is required to approve the merger agreement and Ash Grove has cancelled its previously announced special meet- ing of stockholders that was scheduled for Nov. 1. Ash Grove will be mailing an information statement to its stockholders providing formal notice of the stock- holder approval by written consent as required by law. The transaction is currently expected to close in late 2017 or early 2018, subject to receipt of regulatory approval and sat- isfaction of other customary conditions, though there can be no assurance regard- ing timing of completion of regulatory processes, according to the company. Summit Offer Fizzles; CRH Acquires Ash Grove

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