Item 8.01 Other Events
On June 6, 2021, U.S. Concrete, Inc., a Delaware corporation ("U.S. Concrete"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Vulcan Materials Company, a New Jersey company ("Vulcan") and Grizzly Merger Sub
I, Inc., a Delaware corporation and a wholly-owned subsidiary of Vulcan
("Grizzly Merger Sub") pursuant to which Grizzly Merger Sub will merge with and
into U.S. Concrete (the "Merger"), with U.S. Concrete surviving the Merger and
becoming a wholly-owned subsidiary of Vulcan.
Following discussions with staff at the Antitrust Division of the U.S.
Department of Justice ("DOJ"), U.S. Concrete and Vulcan have agreed to
voluntarily provide DOJ with additional time in which to review the Merger. On
July 21, 2021, Vulcan, as the acquiring party, voluntarily withdrew its
pre-merger notification and report form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"). In accordance with the
regulations under the HSR Act, Vulcan plans to resubmit its HSR Act filing on or
before July 23, 2021, commencing a new 30-day waiting period under the HSR Act.
U.S. Concrete and Vulcan continue to work cooperatively with the DOJ staff in
their review of the proposed transaction, and continue to expect to complete the
transaction in the second half of 2021, subject to the satisfaction of the
conditions to closing, including approval of U.S. Concrete's stockholders.
No Offer or Solicitation / Additional Information and Where To Find It
This communication is for informational purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
This communication is being made in connection with the proposed transaction
between Vulcan and U.S. Concrete. In connection with the proposed transaction,
U.S. Concrete filed, and may in the future file, certain relevant documents with
the U.S. Securities and Exchange Commission ("SEC"), including the Definitive
Proxy Statement on Schedule 14A which was mailed to U.S. Concrete stockholders
in connection with U.S. Concrete's submission of the transaction for the
consideration by U.S. Concrete stockholders at a special meeting to be held on
August 16, 2021. This communication is not intended to be, and is not, a
substitute for the Definitive Proxy Statement or any other document that U.S.
Concrete has filed or may file with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF U.S. CONCRETE ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The
Definitive Proxy Statement and other relevant materials and any other documents
filed or furnished by U.S. Concrete with the SEC may be obtained free of charge
at the SEC's website at www.sec.gov. In addition, copies of the Definitive Proxy
Statement and other relevant materials and documents filed by U.S. Concrete with
the SEC will also be available free of charge on U.S. Concrete's website at
www.us-concrete.com.
Participants in the Solicitation
U.S. Concrete and its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of proxies from
U.S. Concrete's stockholders in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of U.S. Concrete stockholders in connection
with the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in the proxy
statement filed with the SEC on July 13, 2021, for the upcoming special meeting
of the U.S. Concrete stockholders to be held on August 16, 2021. To the extent
the holdings of U.S. Concrete's securities by the U.S. Concrete directors and
executive officers have changed since the amounts set forth in the Definitive
Proxy Statement, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. These documents may be
obtained free of charge at the SEC's website at www.sec.gov and on U.S.
Concrete's website at www.us-concrete.com. Additional information regarding the
interests of participants in the solicitation of proxies in connection with the
proposed transaction is included in the Definitive Proxy Statement U.S. Concrete
filed with the SEC on July 13, 2021.
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Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" as that term is defined
under the Private Securities Litigation Reform Act of 1995 and other securities
laws, regarding Vulcan and U.S. Concrete, including, but not limited to,
statements about the benefits of the proposed transaction of Vulcan and U.S.,
including future financial and operating results, Vulcan's or U.S. Concrete's
plans, objectives, expectations and intentions and the expected timing of
completion of the proposed transaction. You can generally identify
forward-looking statements by the use of forward-looking terminology such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "explore,"
"evaluate," "intend," "may," "might," "plan," "potential," "predict," "project,"
"seek," "should," or "will," or the negative thereof or other variations thereon
or comparable terminology. These forward-looking statements are based on each of
the companies' current plans, objectives, estimates, expectations and intentions
and inherently involve significant risks and uncertainties, many of which are
beyond Vulcan's or U.S. Concrete's control. Actual results and the timing of
events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without
limitation, risks and uncertainties associated with: Vulcan's and U.S.
Concrete's ability to complete the transaction on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties related to
securing the necessary regulatory and stockholder approvals and the satisfaction
of other closing conditions to consummate the proposed transaction; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the definitive merger agreement relating to the proposed
transaction; failure to realize the expected benefits of the proposed
transaction; significant transaction costs and/or unknown or inestimable
liabilities; the risk that U.S. Concrete's business will not be integrated
successfully or that such integration may be more difficult, time-consuming or
costly than expected; Vulcan's ability to obtain the expected financing to
consummate the proposed transaction; risks related to future opportunities and
plans for the combined company, including the uncertainty of expected future
regulatory filings, financial performance and results of the combined company
following completion of the proposed transaction; disruption from the proposed
transaction, making it more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers; effects relating to the
announcement of the proposed transaction or any further announcements or the
consummation of the transaction on the market price of Vulcan's or U.S.
Concrete's common stock; the possibility that, if Vulcan does not achieve the
perceived benefits of the proposed transaction as rapidly or to the extent
anticipated by financial analysts or investors, the market price of Vulcan's
common stock could decline; the risk of potential stockholder litigation
associated with the possible transaction, including resulting expense or delay;
regulatory initiatives and changes in tax laws; the impact of the COVID-19
pandemic on the operations and financial results of Vulcan, U.S. Concrete or the
combined company; general economic conditions; and other risks and uncertainties
affecting Vulcan and U.S. Concrete, including those described from time to time
under the caption "Risk Factors" and elsewhere in Vulcan's and U.S. Concrete's
SEC filings and reports, including Vulcan's Annual Report on Form 10-K for the
year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021, U.S. Concrete's Annual Report on Form 10-K for the year
ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021, and future filings and reports by either company. Moreover,
other risks and uncertainties of which Vulcan or U.S. Concrete are not currently
aware may also affect each of the companies' forward-looking statements and may
cause actual results and the timing of events to differ materially from those
anticipated. Vulcan and U.S. Concrete caution investors that such
forward-looking statements are not guarantees of future performance and that
undue reliance should not be placed on such forward-looking statements. The
forward-looking statements made in this communication are made only as of the
date hereof or as of the dates indicated in the forward-looking statements and
reflect the views stated therein with respect to future events as at such dates,
even if they are subsequently made available by Vulcan or U.S. Concrete on their
respective websites or otherwise. Neither Vulcan nor U.S. Concrete undertakes
any obligation to update or supplement any forward-looking statements to reflect
actual results, new information, future events, changes in its expectations or
other circumstances that exist after the date as of which the forward-looking
statements were made.
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