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 corporation ("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.
The completion of the Merger is conditioned upon expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"). The applicable waiting period under the
HSR Act expired at 11:59 p.m., Eastern Time, on August 23, 2021.
U.S. Concrete expects to close the Merger on or around August 26, 2021, assuming
that all remaining closing conditions are satisfied.
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.
Concrete, 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 Reports on Form 10-Q for the quarters
ended March 31, 2021 and June 30, 2021, U.S. Concrete's Annual Report on Form
10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2021 and June 30, 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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