Entry into a Material Definitive Agreement.
On June 6, 2021, Vulcan Materials Company (“Vulcan,” “we,” “our” or “us”), Grizzly Merger Sub
I, Inc., a Delaware corporation and a wholly owned subsidiary of
Vulcan (“Grizzly Merger
Sub”) and U.S. Concrete, Inc., a Delaware corporation
(“U.S. Concrete”), entered
into an Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which Grizzly Merger Sub
will be merged with and into U.S. Concrete, with U.S. Concrete
surviving as a wholly owned subsidiary of Vulcan (the “Merger”).
Subject to the terms and conditions set forth in the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), each
issued and outstanding share of common stock, par value $0.001 per
share, of U.S. Concrete (“U.S.
Concrete Common Stock”) (other than such shares
(i) owned by U.S. Concrete, Vulcan or Grizzly Merger Sub or
owned by any wholly owned subsidiary of Vulcan (other than Grizzly
Merger Sub) or of U.S. Concrete or (ii) exercising dissenters
rights in accordance with Section 262 of the General
Corporation Law of the State of Delaware) will be converted into
the right to receive $74.00 in cash, without interest (the
If the Merger is consummated, the U.S. Concrete Common Stock will
be delisted from the NASDAQ Global Select Market and deregistered
under the Securities Exchange Act of 1934, as amended.
Treatment of Equity
Pursuant to the Merger Agreement, at the Effective Time, each
outstanding U.S. Concrete restricted stock unit award covering
shares of U.S. Concrete Common Stock (“RSU
Award”) will become vested and be settled in cash,
without interest, in an amount equal to the Merger Consideration.
The number of shares of U.S. Concrete Common Stock subject to any
portion of any RSU award that vests based on achievement of
criteria that will be settled in cash will be determined in
accordance with the terms of the applicable RSU Award agreement
and, to the extent applicable, any other written agreement between
the Company and the holder of the Company RSU Award.
Conditions to the Merger
The consummation of the Merger is subject to certain closing
conditions set forth in the Merger Agreement, including,
(i) approval of the Merger by the holders of a majority of the
outstanding shares of U.S. Concrete Common Stock (the “U.S.
Concrete Stockholder Approval”), (ii) the absence of
any law or injunction order (whether temporary, preliminary or
permanent) by any governmental entity that has the effect of
restraining, enjoining or otherwise prohibiting the consummation of
the Merger and (iii) the expiration or early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder. Each party’s obligation to complete the
Merger is also subject to certain additional conditions, including
(i) subject to certain exceptions, the accuracy of the
representations and warranties of the other party, (ii) the
absence of a material adverse effect with respect to U.S. Concrete
and (iii) performance in all material respects by the other
party of its obligations under the Merger Agreement.
Representations and Warranties;
The Merger Agreement contains customary representations, warranties
and covenants, including, among others, covenants requiring U.S.
Concrete to conduct its business in the ordinary course consistent
with past practice during the period between the execution of the
Merger Agreement and the Effective Time and to use reasonable best
efforts to obtain required government approvals, subject to certain
exceptions. The Merger Agreement also includes covenants requiring
U.S. Concrete (i) not to solicit, or enter into discussions
with third parties relating to, alternative business combination
transactions during the period between the execution of the Merger
Agreement and the Effective Time, subject to certain exceptions,
and (ii) to call and hold a special meeting of the U.S.
Concrete stockholders to approve the Merger and, subject to certain
exceptions, not to withdraw, change, amend, modify or qualify in a
manner adverse to Vulcan the recommendation of the U.S. Concrete
board of directors that the U.S. Concrete stockholders approve the
Merger Agreement, the Merger and the principal terms thereof.