DENVER, Feb. 5, 2025
/PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM) ("Summit,"
"Summit Materials" or the "Company"), a leading producer of
aggregates and cement, today announced that the Company has
obtained all requisite stockholder approvals in connection with the
proposed acquisition by Quikrete Holdings, Inc. ("Quikrete").
Summit will disclose the final, certified voting results on a Form
8-K with the U.S. Securities and Exchange Commission ("SEC").
As previously announced, the proposed transaction is expected to
close within the first quarter of 2025, subject to the satisfaction
of remaining customary closing conditions. Upon completion of the
transaction, Summit will become a privately held subsidiary of
Quikrete and its common stock will no longer be traded on the
NYSE.
Advisors
Morgan Stanley & Co. LLC
and Evercore are acting as financial advisors to Summit,
and Davis Polk & Wardwell LLP is acting as
legal advisor. Wells Fargo is acting as exclusive
financial advisor to Quikrete, and Troutman Pepper Locke
LLP and Covington & Burling LLP are acting
as legal counsel. Wells Fargo has provided a debt
financing commitment for the Merger.
About Summit Materials, Inc.
Summit Materials is a
market-leading producer of aggregates and cement with vertically
integrated operations that supply ready-mix concrete and asphalt in
select markets. Summit is a geographically diverse, materials-led
business of scale that offers customers in the United
States and British Columbia, Canada high quality
products and services for the public infrastructure, residential
and non-residential end markets. Summit has a strong track record
of successful acquisitions since its founding and continues to
pursue high-return growth opportunities in new and existing
markets. For more information about Summit Materials, please
visit www.summit-materials.com.
About Quikrete Holdings, Inc.
Quikrete Holdings,
Inc. (Quikrete) is a privately owned family business founded in
1940. It is a leading building materials company based
in Atlanta, Georgia. From the original yellow bag of
premixed concrete, today Quikrete's portfolio of brands includes
Quikrete, Spec Mix, Rinker Materials, U.S. Pipe, Contech Engineered
Solutions, Keystone Hardscapes, Pavestone, Custom Building
Products, QPR, and other leading brands. The products produced by
the collection of brands include packaged cementitious products,
pavers, retaining wall systems, masonry units, tile grouts and thin
sets, concrete pipe, box culverts, corrugated metal pipe, ductile
iron pipe, engineered storm water systems, structural precast, and
steel pedestrian and vehicular bridges. The company services the US
and Canadian commercial construction, residential, and
infrastructure markets. This broad array of products and expertise
allows Quikrete to provide nearly every product required for most
any type of construction project.
Cautionary Statement 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," "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 Merger, including 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 the Company's Annual Report on Form 10-K
for the fiscal year ended December 30, 2023, and Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30,
2024, each as filed with the SEC, and any factors discussed in the
section entitled "Risk Factors" in any of our subsequently filed
SEC filings; 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 the Company and Purchaser, including
in circumstances requiring the Company to pay a termination fee;
(ii) potential litigation relating to the Merger that could be
instituted against the parties to the definitive transaction
agreement or their respective directors or officers, including the
effects of any outcomes related thereto; (iii) the possibility that
the Merger does not close when expected or at all because required
regulatory or other approvals and other conditions to closing are
not received or satisfied on a timely basis or at all; (iv)
reputational risk and potential adverse reactions of customers,
employees or other business partners and the businesses generally,
including those resulting from the announcement of the Merger; (v)
the risk that any announcements relating to the Merger could have
adverse effects on the market price of the Company's common stock;
(vi) significant transaction costs associated with the Merger; and
(vii) the diversion of management's attention and time from ongoing
business operations and opportunities on Merger-related matters.
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 this communication. 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.
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 this communication. 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:
Andy
Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
Jim Barron/Benjamin Spicehandler/Danielle Berg
FGS Global
Summit@fgsglobal.com
Patrick Lenow
Vice President, Marketing & Communications
Quikrete Holdings, Inc.
404-634-9100
Patrick.Lenow@quikrete.com
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SOURCE Summit Materials, Inc.
