Ash Grove Cement has confirmed its previously announced Agreement and Plan of Merger with CRH, under which CRH will acquire Ash Grove, has been approved by Stockholders holding more than a majority of the outstanding voting stock, acting by written consent.
Following execution of the CRH merger agreement, stockholders representing approximately 63.4% of the outstanding voting stock delivered written consents approving the transaction, of which, consents representing approximately 31.5% of the outstanding voting stock became effective immediately. The remaining consents, representing approximately 31.9% of the outstanding voting stock, became effective today upon expiration of the window shop period under the CRH merger agreement, thereby constituting stockholder approval of the transaction.
The window shop period under the CRH merger agreement had been extended until 5:00 p.m. (New York time) on October 20, 2017 upon receipt of an unsolicited, preliminary, non-binding competing proposal from Summit Materials, LLC that the board of directors of Ash Grove had determined could reasonably be expected to result in a superior proposal. As permitted under the CRH merger agreement, Ash Grove subsequently provided confidential information to Summit Materials, LLC, but Summit Materials, LLC did not submit a definitive proposal.
As the CRH merger agreement has now been approved by stockholders, no further action by any Ash Grove stockholder is required to approve the merger agreement and Ash Grove has cancelled its previously announced special meeting of stockholders that was scheduled for November 1, 2017. Ash Grove will be mailing an information statement to its stockholders providing formal notice of the stockholder approval by written consent as required by law.
The transaction is currently expected to close in late 2017 or early 2018, subject to receipt of regulatory approval and satisfaction of other customary conditions, though there can be no assurance regarding timing of completion of regulatory processes.
