Summit Materials, Inc. announced that its shareholders have voted overwhelmingly to approve certain proposals related to the Transaction Agreement, dated 7 September 2023 (the "Transaction Agreement") by and among the Company, Argos North America Corp.
Approximately 98.8% of the votes cast at the Special Meeting of Stockholders voted to approve a proposal to issue 54 720 000 shares of Summit's Class A common stock, par value US$0.01 per share, to Cementos Argos and its affiliates at the closing of the transactions contemplated by the Transaction Agreement. Additionally, approximately 99.4% of the votes cast at the Special Meeting of Stockholders voted to approve a proposal to issue one share of Summit's preferred stock, par value US$0.01 per share, to Cementos Argos at the closing of the transactions contemplated by the Transaction Agreement. Each of these proposals are described in further detail in Summit's definitive proxy statement filed with the US Securities and Exchange Commission on 12 December 2023 (the "Proxy Statement").
"The vote was a clear endorsement by Summit shareholders that they see the strong strategic and financial rationale behind this transformative transaction", said Anne Noonan, Summit Materials President and CEO. "We are pleased to achieve this important milestone and as we move towards a seamless closing and integration of Argos USA, we look forward to delivering on the strategic and financial benefits we see for all of our stakeholders."
The Transaction is expected to close on 12 January 2024, subject to the satisfaction of the remaining closing conditions set forth in the Transaction Agreement, which are described in further detail in the Proxy Statement.
On 7 September 2023, Summit Materials entered into a definitive agreement to combine with Argos USA. This combination creates the fourth-largest cement platform in the United States and accelerates Summit's 'Elevate Summit' strategy. The combined business is expected to generate annual synergies of at least US$100 million with approximately 50% delivered within the first 24 months. Additionally, the combination is expected to increase free cash flow per share by 15 – 25% thereby creating a powerful engine to reduce leverage and invest in organic and inorganic growth opportunities.
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