DENVER, Jan. 3, 2024
/PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM, "Summit" or the
"Company"), a leading vertically integrated construction materials
company, today announced that leading proxy advisory firms,
Institutional Shareholder Services ("ISS") and Glass Lewis &
Co. ("Glass Lewis"), have recommended that Summit shareholders vote
in favor of all proposals in connection with its pending
combination with Argos North America Corp. ("Argos USA"), the U.S. operations of Cementos Argos
S.A. ("Cementos Argos") at the Company's upcoming Special Meeting
of Stockholders on Thursday, January 11,
2024.
In making their respective recommendations, ISS and Glass Lewis
stated in their reports dated December 29,
2023 and December 24,
2023:
- "Support for the transaction is warranted in light of
compelling strategic rationale and the expected financial benefits.
The combined entity will have increased scale, a more diversified
geographic presence, and the transaction is expected to result in
significant cost savings and be accretive to free cash flow per
share." (ISS)1
- "The deal should greatly enhance the Company's scale and
geographic reach, which could better position the Company to take
advantage of various anticipated tailwinds relating to the supply
and demand for cement. The Company also expects to realize at least
$100 million in annual run-rate cost
synergies from the proposed transaction through various means,
including operational efficiencies, optimizing sourcing and
increased utilization of the import terminals' network." (Glass
Lewis) 1
"We appreciate the support of ISS and Glass Lewis for our
combination with Argos USA, which
highlights the significant benefits to accelerate our materials-led
strategy," said Anne Noonan, Summit
Materials President and CEO. "With enhanced scale and national
reach, we are confident Summit will be well positioned to deliver
profitable growth, generate significant synergies, and create
superior value for our shareholders."
The transaction is expected to close in the first quarter of
2024, subject to customary closing conditions, including approval
by Summit Materials shareholders.
The Summit Board unanimously recommends that shareholders vote
"FOR" all proposals in the proxy statement in connection with the
transaction.
Summit shareholders who need assistance voting or have questions
regarding the Special Meeting can contact the Company's proxy
solicitor Innisfree M&A Incorporated, by calling (877)
717-3904, (banks and brokers can call collect at (212)
750-5833).
1 Permission to
use quotations was neither sought nor obtained.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor and
Davis Polk & Wardwell LLP is
acting as legal counsel to Summit Materials. J.P. Morgan Securities
LLC is acting as lead financial advisor and Sullivan & Cromwell
LLP is acting as legal counsel to Cementos Argos.
About Summit Materials
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 nonresidential 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.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities. This
communication relates to the proposed transaction between Summit
Materials, Inc. (the "Company" or "Summit"), Cementos Argos S.A.
("Cementos Argos") and certain other parties for the purchase of
Argos North America, Corp. (the "Transaction"). In connection with
the Transaction, the Company filed a definitive proxy statement on
Schedule 14A with the SEC on December 12,
2023 (the "Proxy Statement"). This communication is not a
substitute for the Proxy Statement or any other document that the
Company may file with the SEC and send to its shareholders in
connection with the Transaction. The issuance of the stock
consideration for the Transaction will be submitted to the
Company's shareholders for their consideration. Before making any
voting decision, the Company's shareholders are urged to read all
relevant documents filed or to be filed with the SEC, including the
Proxy Statement, as well as any amendments or supplements to those
documents, when they become available, because they will contain
important information about the Company and the Transaction.
The Company's shareholders will be able to obtain a free copy of
the Proxy Statement, as well as other filings containing
information about the Company, free of charge, at the SEC's website
(www.sec.gov). Copies of the Proxy Statement and other documents
filed by the Company with the SEC may be obtained, without charge,
by contacting the Company through its website at
https://investors.summit-materials.com/.
Participants in the Solicitation
The Company, its directors, executive officers and other persons
related to the Company may be deemed to be participants in the
solicitation of proxies from the Company's shareholders in
connection with the Transaction. Information about the directors
and executive officers of the Company and their ownership of common
stock of the Company is set forth in the section entitled
"Executive Officers of the Company" included in the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 2022, which was filed
with the SEC on February 16, 2023
(and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1621563/000162828023003866/sum-20221231.htm),
and in the sections entitled "Who We Are" and "Holdings
of Major Stockholders" included in the Company's proxy
statement for its 2023 annual meeting of stockholders, which was
filed with the SEC on April 10, 2023
(and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1621563/000110465923043588/tm231817d3_def14a.htm#tHOMS).
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, has been included in
the section entitled "Equity Ownership – Stock Ownership of
Significant Stockholders" in the Proxy Statement, which was
filed with the SEC on November 13,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1621563/000114036123052726/ny20012217x3_prer14a.htm)
and will be included in other relevant materials to be filed with
the SEC in connection with the Transaction when they become
available. Free copies of these documents may be obtained as
described in the preceding paragraph.
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.
Contacts
Investor Contact: Andy Larkin
(720) 618-6013
Media Contact: Karli Anderson
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SOURCE Summit Materials, Inc.