Summit Materials Announces Expiration of Hart-Scott-Rodino Act Waiting Period for Pending Transaction with Cementos Argos

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Summit Materials announces expiration of waiting period for pending combination with Argos USA

Positive

• Summit Materials, Inc. announced the expiration of the waiting period under the HSR Act, a positive development for the pending combination with Argos USA. The transaction is expected to close in Q1 2024, subject to customary closing conditions.

Negative

• None.

DENVER, Oct. 24, 2023 /PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM, "Summit" or the "Company"), a leading vertically integrated construction materials company, today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), in connection with Summit's pending combination with Argos North America Corp. ("Argos USA"), the U.S. operations of Cementos Argos S.A. ("Cementos Argos").

The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the transaction. The transaction is expected to close in the first quarter of 2024 subject to customary closing conditions, including approval by Summit Materials shareholders.

Advisors

Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel to Summit Materials. J.P. Morgan Securities LLC is acting as lead financial advisor and Sullivan & Cromwell LLP is acting as legal counsel to Cementos Argos.

About Summit Materials

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 nonresidential 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.

Additional Information and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. This communication relates to the proposed transaction between Summit Materials, Inc. (the "Company"), Cementos Argos S/A and certain other parties for the purchase of Argos North America, Corp. (the "Transaction"). In connection with the Transaction, the Company plans to file with the SEC a proxy statement on Schedule 14A (the "Proxy Statement"). This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC and send to its shareholders in connection with the Transaction. The issuance of the stock consideration for the Transaction will be submitted to the Company's shareholders for their consideration. Before making any voting decision, the Company's shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about the Company and the Transaction.

The Company's shareholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about the Company, free of charge, at the SEC's website (www.sec.gov). Copies of the Proxy Statement and other documents filed by the Company with the SEC may be obtained, without charge, by contacting the Company through its website at https://investors.summit-materials.com/.

Participants in the Solicitation

The Company, its directors, executive officers and other persons related to the Company may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the Transaction. Information about the directors and executive officers of the Company and their ownership of common stock of the Company is set forth in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023, and in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 10, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the Transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Contacts

Investor Contact: Andy Larkin (720) 618-6013
Media Contact: Karli Anderson

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SOURCE Summit Materials, Inc.

FAQ

When is the transaction between Summit Materials and Argos USA expected to close?

The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions.

Who are the financial advisors and legal counsels for Summit Materials and Cementos Argos?

Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel to Summit Materials. J.P. Morgan Securities LLC is acting as lead financial advisor and Sullivan & Cromwell LLP is acting as legal counsel to Cementos Argos.