Transaction Creates Unrivaled, Materials
Dominant, Platform with National Scale
DENVER, Jan. 12,
2024 /PRNewswire/ -- Summit Materials,
Inc. (NYSE: SUM, "Summit" or the "Company") announced
today that it has successfully completed its $3.2 billion combination with Argos North America
Corp. ("Argos USA," the U.S.
operations of Cementos Argos S.A. (CCB.CN, CEMARGOS CB) ("Cementos
Argos")). Shareholders of Summit voted overwhelmingly to approve
certain proposals related to the Transaction Agreement, dated
September 7, 2023 by and among the
Company, Cementos Argos, Argos USA, Argos SEM, LLC, and Valle Cement
Investments, Inc. at the Special Meeting of Stockholders on
January 11, 2024.
"Today, we are excited to begin a new chapter at Summit
Materials," said Anne Noonan, Summit
Materials President and CEO. "As we transition into the integration
phase, I want to start by welcoming our new Argos colleagues into
the Summit family. Together, we now have an unrivaled, materials
dominant, platform featuring significant scale and an advantaged
geographic footprint, and our talent-rich team is laser focused on
delivering our synergy commitments and industry-leading returns for
our shareholders. I want to thank our Board of Directors, our
shareholders, and the employees across our footprint for their
unwavering support and commitment through this process and we look
forward to our bright future together."
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor and
Davis Polk & Wardwell LLP and
Davis Graham & Stubbs LLP are
acting as legal counsel to Summit Materials.
About Summit Materials, Inc.
Summit Materials is a leading vertically integrated
materials-based company that supplies aggregates, cement, ready-mix
concrete and asphalt in the United
States and British Columbia,
Canada. Summit is a geographically diverse, materials-based
business of scale that offers customers a single-source provider of
construction materials and related downstream products in the
public infrastructure, residential and non-residential end markets.
Summit has a strong track record of successful acquisitions since
its founding and continues to pursue growth opportunities in new
and existing markets. For more information about Summit Materials,
please visit www.summit-materials.com.
Cautionary Note Regarding Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the federal securities laws, which involve risks and
uncertainties. Forward-looking statements include all statements
that do not relate solely to historical or current facts, and you
can identify forward-looking statements because they contain words
such as "believes," "expects," "may," "will," "outlook," "should,"
"seeks," "intends," "trends," "plans," "estimates," "projects" or
"anticipates" or similar expressions that concern our strategy,
plans, expectations or intentions. All statements made relating to
our estimated and projected earnings, margins, costs, expenditures,
cash flows, growth rates and financial results are forward-looking
statements. Such forward-looking statements include but are not
limited to statements about the benefits of the Transaction,
including future financial and operating results, the combined
company's plans, objectives, expectations and intentions, and other
statements that are not historical facts. These
forward-looking statements are subject to risks, uncertainties and
other factors that may cause our actual results, performance or
achievements to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. We derive many of our forward-looking
statements from our operating budgets and forecasts, which are
based upon many detailed assumptions. While we believe that our
assumptions are reasonable, it is very difficult to predict the
effect of known factors, and, of course, it is impossible to
anticipate all factors that could affect our actual results. In
light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by us or any
other person that the results or conditions described in such
statements or our objectives and plans will be realized. Important
factors could affect our results and could cause results to differ
materially from those expressed in our forward-looking statements,
including but not limited to the factors discussed in the section
entitled "Risk Factors" in Summit's Annual Report on Form 10-K for
the fiscal year ended December 31,
2022, as filed with the SEC, and any factors discussed in
the section entitled "Risk Factors" in any of our subsequently
filed SEC filings (including the Proxy Statement); and the
following: (i) the risk that the benefits from the Transaction may
not be fully realized or may take longer to realize than expected,
including as a result of changes in, or problems arising from,
general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations and their enforcement,
and the degree of competition in the geographic and business areas
in which we and Cementos Argos operate; (ii) the ability to
promptly and effectively integrate our business and the businesses
of Cementos Argos; (iii) reputational risk and potential adverse
reactions of our or Cementos Argos's customers, employees or other
business partners, including those resulting from the completion of
the Transaction; (iv) the dilution caused by our issuance of
additional shares of capital stock in connection with the
Transaction; (v) the diversion of management's attention and time
from ongoing business operations and opportunities on
Transaction-related matters; and (vi) the impact of the global
COVID-19 pandemic on our or Cementos Argos's businesses, the
ability to complete the Transaction or any of the other foregoing
risks.
All subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Any
forward-looking statement that we make herein speaks only as of the
date of these materials. We undertake no obligation to publicly
update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as required by
law.
Contact Information
Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
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SOURCE Summit Materials, Inc.