Ash Grove Cement Company Board of Directors Declares Special Dividend in Connection with Pending Acquisition by CRH plc
June 18 2018 - 6:32PM
Business Wire
Acquisition Expected to be Completed within
Five Business Days
Ash Grove Cement Company today announced that its board of
directors has declared a special dividend of $100 per share of
outstanding Common Stock and Class B Common Stock, and $105 per
share of outstanding Class D Common Stock, contingent on the
closing of the transaction under the previously reported Agreement
and Plan of Merger with CRH plc, under which CRH plc will acquire
Ash Grove.
The special dividend will be payable to stockholders of record
immediately prior to the effective time of the merger and will be
paid following the effective time of the merger in conjunction with
the payment of the merger consideration. Stockholders will receive
information by mail regarding the process for surrendering stock
certificates and receiving payment of the merger consideration and
special dividend.
Under the terms of the merger agreement, Ash Grove stockholders
will be entitled to receive cash merger consideration comprised of
a pro rata share (based on the number of shares of stock
outstanding) of a $3.5 billion enterprise value, minus
adjustments for certain non-controlling interests and debt-like
items and certain other liabilities, and further adjusted to the
extent net working capital and cash on hand at closing vary from
certain thresholds. It is expected that approximately 98% of
the merger consideration will be paid at the time of closing based
on estimated information, and an additional amount, if any, will be
paid following completion of a post-closing adjustment process
intended to "true-up" the closing estimates to actual amounts as of
the closing date. While the final amount of the merger
consideration will not be determined until after closing of the
transaction due to fluctuation of certain components thereof
through closing, the Company currently estimates that the final
amount of merger consideration will be in the range of
approximately $456 - $466 per share based on Ash Grove’s balance
sheet as of May 31, 2018.
The transaction is expected to close within five business days,
subject to satisfaction of customary conditions, though there can
be no assurance regarding timing of the closing.
About Ash Grove Cement Company
Ash Grove Cement Company is a leader and pioneer in the cement
industry. For 136 years, Ash Grove has provided portland and
masonry cements to construct highways, bridges, commercial and
industrial complexes, single- and multi-family homes, and other
important structures fundamental to America's economic vitality and
quality of life. In 2017, Ash Grove shipped 8.5 million tons of
cement from eight cement plants and its network of terminals
located throughout the Midwest, Texas and Western United States. In
addition to cement manufacturing facilities, the company operates
52 ready-mixed concrete plants, 25 sand and gravel plants, 20
limestone quarries and nine packaged products plants. Learn more at
ashgrove.com and twitter.com/AshGroveCement.
Additional Information and Where to Find it
Ash Grove Cement Company sent its stockholders an information
statement in connection with the approval of the pending
transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
INFORMATION STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE PENDING TRANSACTION. Stockholders may obtain
a free copy of the information statement by contacting the
Company's secretary at 1-913-451-8900.
Forward-Looking Statements
This press release includes forward-looking statements related
to Ash Grove and the pending acquisition of Ash Grove pursuant to
the merger agreement that are subject to risks, uncertainties and
other factors. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief
or current expectation of Ash Grove. Forward-looking statements
include, without limitation, statements regarding the pending
transaction, estimated amounts of merger consideration and
anticipated dividends, the occurrence and timing of any closing of
the pending transaction, and other matters. Investors are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and are
cautioned not to place undue reliance on these forward-looking
statements. Actual results may differ materially from those
currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause the actual results to
differ from expectations contemplated by forward-looking statements
include: receipt of required approvals; whether or not the
transaction is consummated; the timing of any closing; fluctuations
in working capital, liability estimates and amounts and other
items; Ash Grove's operating performance and financial results
prior to closing; the occurrence of unanticipated events; and other
factors. All forward-looking statements are based on information
currently available to Ash Grove, and Ash Grove assumes no
obligation to, and disclaims any intent to, update any such
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20180618006258/en/
Ash Grove Cement CompanyLisa Ketteler, Director of
Communicationslisa.ketteler@ashgrove.com