Rock Products

JUL 2019

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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16 • ROCKproducts • July 2019 www.rockproducts.com IN THE KNOW alternatives, the Eagle board and man- agement team believe this separation will provide each of the businesses with the financial flexibility to pursue its own growth strategies and operating prior- ities, and will develop the appropriate capital structure and allocation prior- ities to generate long-term growth for all shareholders. Accordingly, we have determined that now is the optimal time to pursue this separation." "We believe that by pursuing the actions announced today the Eagle board is taking significant steps to unlock the company's inherent value," said Scott Ferguson, managing partner of Sachem Head. "Given these developments and the substantial value creation potential, Sachem Head is withdrawing our direc- tor nominations and proposals, and we will fully support the board's recommen- dations at Eagle's 2019 Annual Meeting. We are pleased with the constructive work of the Eagle board and look forward to seeing significant value creation for all shareholders in the months ahead." Following completion of the separation, each company is expected to be well cap- italized, generate strong free cash flows, be well positioned for future growth and be best-in-class in its respective indus- try. Eagle believes that as two separate companies, each business will be able to: • Focus on its distinct strategic priori- ties that best position the business for profitability and growth, with targets and goals that fit its own markets and unique opportunities. • Implement a capital structure that is tailored to the needs of the businesses it operates. • Allocate resources and deploy capital in a manner consistent with its strate- gic priorities. • Allow new and existing investors to value the two companies based on their particular operational and finan- cial characteristics. After the separation, the company's existing Heavy Materials business, a U.S.-heartland cement-plant system with complementary concrete and aggregates operations, is expected to continue to produce strong margins and significant cash flows. Eagle will remain focused on low-cost production, operate in key U.S. markets with favorable dynamics and drive profitable growth through both strategic acquisitions and the organic development of its asset network. The business enjoys long-lived, owned raw material reserves that will sustain its operations over the long term. This business will operate as a distinct pure- play, U.S.-only cement company with excellent future prospects as the largest U.S.-owned producer. Upon separation, Eagle's existing Light Materials business is expected to con- tinue to be a benchmark producer of gypsum wallboard and recycled paperboard. This business has a long track-record of superior margin per- formance, driven by its sustainable low-cost producer positions in U.S. sunbelt markets, and has uniquely distinguished itself through industry business cycles. The business includes an integrated paperboard mill that utilizes advanced technologies to supply wallboard plants with high-performing, low- cost facing paper. The business enjoys long-lived raw material reserves and industry-leading levels of customer satisfaction. In connection with the separation, Eagle is actively pursuing alternatives for its Oil and Gas Proppants business. There can be no assurance that this process will result in any particular action being taken, nor can there be any assurance regarding the timing of any such action. Eagle does not intend to disclose devel- opments regarding this process if and until an action is announced, or the pro- cess is otherwise concluded. Upon completion of the separation, each company will have its own management team and an independent board of direc- tors that will include members of the current Eagle board. FAST FACT dŚĞƐĞƉĂƌĂƟŽŶŝƐĞdžƉĞĐƚĞĚƚŽ ďĞĐŽŵƉůĞƚĞĚŝŶƚŚĞĮƌƐƚŚĂůĨ ŽĨĐĂůĞŶĚĂƌLJĞĂƌϮϬϮϬ MDU Resources Group Inc. has been named a Winning "W" Company by 2020 Women on Boards for achieving at least 20% women on its corporate board before the year 2020. MDU Resources' board is made up of 10 directors, with two women, Karen B. Fagg and Patricia L. Moss, serv- ing in 2018. A third woman, Chenxi Wang, was elected to the board May 7 at the company's annual meeting of shareholders. Winning "W" Companies are cited in the 2020 Women of Boards annual "Gender Diversity Index," which tracks the number of corporate board seats held by women among companies listed on the Russell 3000 Index. As of 2018, the percentage of board seats held by women rose to 17.7%, up from 16% in 2017. "We believe diversity within MDU Resources, from the top down, is crit- ical to our company's success," said David L. Goodin, president and CEO of MDU Resources. Betsy Berhemer-Cre- daire, CEO of 2020 Women on Boards, said studies have shown that women's varied perspectives are "uniquely valu- able to corporations and the challenges they face today." FAST FACT ŽŵƉĂŶLJƌĞĐĞŝǀĞĚŚŽŶŽƌĨŽƌ ĂĐŚŝĞǀŝŶŐĂƚůĞĂƐƚϮϬйǁŽŵ- ĞŶŽŶŝƚƐĐŽƌƉŽƌĂƚĞďŽĂƌĚ ďĞĨŽƌĞƚŚĞLJĞĂƌϮϬϮϬ Women on Boards Organization Honors MDU Resources

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