Meadow Valley Announces Outside Date for Merger Agreement Has Passed; Parties Continue to Work Toward Closing
08 Januar 2009 - 1:30PM
Business Wire
MEADOW VALLEY CORPORATION (NASDAQ: MVCO) announced that the merger
(the "Merger") contemplated by that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated July�28, 2008, among Meadow
Valley Corporation ("Meadow Valley") and Phoenix Parent Corp.
(which is now known as Meadow Valley Parent Corp.) ("Parent") and
Phoenix Merger Sub, Inc., both affiliates of Insight Equity I LP,
was not consummated on or prior to January 7, 2009, the outside
date for the Merger (the "Outside Date"). Pursuant to the Merger
Agreement, the failure of the closing to occur by the Outside Date
gives either Meadow Valley or Parent the right to terminate the
Merger Agreement and abandon the Merger so long as the terminating
party has satisfied all of its conditions to closing. As of today,
Meadow Valley has not satisfied all of its conditions to closing
necessary to consummate the Merger and Parent has not provided
Meadow Valley with any notice of termination. Unless and until
terminated in accordance with its terms, the Merger Agreement
remains in full force and effect and each party thereto remains
obligated to use its reasonable best efforts to take all
appropriate action to consummate expeditiously the Merger and each
of the parties thereto is proceeding towards closing on such basis.
About Meadow Valley Meadow Valley Corporation, based in Phoenix,
Arizona, is engaged in the construction industry as both a
contractor and a supplier of construction materials. Meadow
Valley's construction services segment specializes in structural
concrete construction of highway bridges and overpasses, and the
paving of highways and airport runways, primarily in Nevada and
Arizona. Meadow Valley's construction materials operations provide
concrete and gravel products primarily to other contractors. Meadow
Valley's materials operations are concentrated in Southern Nevada
and Arizona. Forward-Looking Statements Certain statements in this
release are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements
are based on current expectations, estimates and projections about
the Company's business and its proposed acquisition by Investor
based, in part, on assumptions made by management. These
statements, including statements regarding the possible termination
of the merger agreement, are not guarantees of future performance
and involve risks and uncertainties that are difficult to predict.
Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements
due to numerous factors. Such forward-looking statements speak only
as of the date on which they are made and Meadow Valley does not
undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this release,
except as may be required by law.
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