Company enters $3.5B agreement to acquire Ash Grove

Cement plant officials say vote was unanimous

Ash Grove Cement Co. has entered into a merger agreement with CRH plc, which will acquire Ash Grove in a transaction valuing it at $3.5 billion on an enterprise value basis.

The move has been unanimously approved by the board of directors of Ash Grove and is expected to close in late 2017 or early 2018, subject to stockholder approval, regulatory approval and other customary conditions.

“CRH, as our largest customer, has enjoyed a close and highly productive relationship with Ash Grove for many decades.

“The board of directors believes that CRH will be able to take Ash Grove to its next phase of development after 135 years in operation and over a century under the stewardship of the Sunderland family,” said Charlie Sunderland, chairman of the board.

Under the terms of the agreement, Ash Grove stockholders will be entitled to receive cash merger consideration comprised of a pro rata share (based on the number of shares of stock outstanding) of the $3.5 billion enterprise value.

The final amount of merg-

er consideration will be in the range of about $449 to $454 per share based on Ash Grove’s balance sheet as of June 30.

“Following execution of the merger agreement, stockholders representing approximately 63.5% of the outstanding voting stock executed written consents approving the transaction, of which consents representing approximately 31.5% of the outstanding voting stock became effective immediately and consents representing approximately 31.9% of the outstanding voting stock will become effective on Oct. 5, 2017, thereby constituting stockholder approval of the transaction, unless prior to such time certain events occur as described in the merger agreement. Copies of the merger agreement and voting agreements are available from the company on request, or on the company’s website,” the announcement said.

J.P. Morgan Securities LLC is serving as financial adviser to Ash Grove, and Skadden, Arps, Meagher & Flom LLP is serving as legal adviser.

Ash Grove operates a plant in Little River County, Ark., near Foreman.

A summary regarding the Foreman plant is availabe in the Newsroom section of the Ash Grove website and includes: Production began in 1958 Reconstructed plant produced first clinker March 2010 Plant production capacity: 1,527,500 tons of portland cement produced per year

Local economic impact includes: 142 employees Annual payroll: $12 million Annual taxes paid: more than $3.1 million

About 1,030 additional jobs exist with other local companies to support Ash Grove’s operation

“For 135 years, Ash Grove has provided portland and masonry cements to construct highways, bridges, commercial and industrial complexes, single- and multi-family homes, and other important structures fundamental to America’s economic vitality and quality of life,” according to a news release from the company.

In 2016, Ash Grove shipped 8.2 million tons of cement from eight cement plants throughout the Midwest, Texas and the Western United States. In addition to cement manufacturing facilities, the company operates 52 ready-mixed concrete plants, 25 sand and gravel plants, 20 limestone quarries and nine packaged-product plants.