Rock Products

NOV 2017

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8 • ROCK products • November 2017 www.rockproducts.com IN THE KNOW U.S. Concrete Inc. announced that it has entered into an arrangement agreement with Vancouver, Canada-based Polaris Materials Corp. pursuant to which U.S. Concrete will acquire all the issued and outstanding common shares of Polaris for C$3.40 per share in cash by way of a statutory plan of arrangement. The price per share implies an aggre- gate fully diluted equity value for Polaris of approximately C$309 million. Additionally, Polaris has terminated the previously announced arrangement agreement between Polaris, Vulcan Materials Co. and a wholly-owned sub- sidiary of Vulcan dated Aug. 25, 2017. Polaris' special meeting of security holders scheduled for Oct. 20, 2017, was adjourned and a new special meeting of Polaris' security holders to consider the USCR Arrangement will be held on a date to be determined by the board of directors of Polaris. The transaction represents a 22 percent premium to the C$2.79 per share trans- action price pursuant to the terminated Vulcan Agreement. Polaris' board of directors and a special committee consisting of the independent directors of Polaris have unanimously recommended that share- holders, option holders and deferred unit holders of Polaris vote in favor of the transaction contemplated by the USCR Arrangement Agreement. In connection with the termination of the Vulcan Agreement, a termination fee was paid to Vulcan. Polaris is permitted to terminate the Arrangement Agreement in certain cir- cumstances, including to allow Polaris' board of directors to accept a superior proposal subject to certain conditions, including USCR's "right to match" and payment of a termination fee. Completion of the USCR Arrangement is subject to customary closing condi- tions, including approval of Affected Security holders and court approval, and is expected to close in the fourth quarter of 2017. "We believe that Polaris is an ideal stra- tegic fit and enables a replication in California of our vertically integrated business model that we success- fully operate in New York," said U.S. Concrete's President, CEO and Vice Chairman William J. Sandbrook. "The acquisition of Polaris will provide U.S. Concrete with long-term, high-quality aggregate reserves and is expected to deliver meaningful synergies and strengthen the company's strategic position in the highly attractive, aggre- gate supply-constrained Californian markets. Following completion of the acquisition, U.S. Concrete expects to have the capability to self-supply a large majority of its market-leading ready- mixed concrete operations' aggregate requirements in Northern California and to drive increased production volumes at Polaris' Orca Quarry. The acquisition also provides us an entrance into Southern California through the Polaris-operated Long Beach Terminal." "Vulcan is a disciplined buyer, and we believe that our prior agreement to acquire Polaris for C$2.79 per share represented full and fair value for the company," said Vulcan's Chairman and Chief Executive Officer Tom Hill. "Vulcan remains well positioned for long-term growth and we look forward to con- tinuing to seek opportunities to further enhance shareholder value." Concurrently, Polaris Materials Corp. reported preliminary sales volumes for the quarter and nine months ended Sept. 30, 2017, and further increased its full-year sales expectations. Sales volumes in the third quarter were 973,000 tons, an increase of 50 percent over the second quarter of 2017, and broadly in line with its expectations for the quarter. Two ships with total freight of approx- imately 160,000 tons were under way to the San Francisco Bay area at the end of the quarter, but did not arrive in time to be counted as sales in the third quarter. Had these ships arrived as per the original nominated schedule, third quarter volumes would have been at the top end of expectations, according to the company. FAST FACT "We believe that Polaris … enables a replication in California of our vertically integrated business model … in New York," said U.S. Concrete's President, CEO and Vice Chairman William J. Sandbrook. U.S. Concrete to Buy Polaris; Vulcan Deal Terminated

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