Summit Materials Enters into Definitive Agreement to be Acquired by Quikrete for $52.50 Per Share in Cash
Summit Materials (NYSE: SUM) has announced a definitive agreement to be acquired by Quikrete Holdings for $52.50 per share in cash, representing a total enterprise value of approximately $11.5 billion, including debt. The transaction offers a 36% premium to Summit's unaffected 90-day VWAP and a 29% premium to its unaffected share price. The merger will create a vertically integrated, North American construction materials solutions provider. The deal is expected to close in the first half of 2025, subject to shareholder and regulatory approvals. Upon completion, Summit will become a private subsidiary of Quikrete and delist from NYSE.
Summit Materials (NYSE: SUM) ha annunciato un accordo definitivo per essere acquisita da Quikrete Holdings per $52,50 per azione in contanti, rappresentando un valore totale dell'impresa di circa $11,5 miliardi, inclusi i debiti. La transazione offre un premio del 36% rispetto al VWAP non influenzato di 90 giorni di Summit e un premio del 29% rispetto al prezzo delle azioni non influenzato. La fusione creerà un fornitore di soluzioni in materiali da costruzione integrato verticalmente, operante in Nord America. Si prevede che l'accordo si chiuda nella prima metà del 2025, soggetto all'approvazione degli azionisti e delle autorità di regolamentazione. Al termine, Summit diventerà una controllata privata di Quikrete e verrà esclusa dall'NYSE.
Summit Materials (NYSE: SUM) ha anunciado un acuerdo definitivo para ser adquirida por Quikrete Holdings por $52.50 por acción en efectivo, lo que representa un valor total de empresa de aproximadamente $11.5 mil millones, incluyendo deudas. La transacción ofrece una prima del 36% sobre el VWAP no afectado de 90 días de Summit y una prima del 29% sobre su precio de acción no afectado. La fusión creará un proveedor de soluciones en materiales de construcción con integración vertical, operando en América del Norte. Se espera que el acuerdo se cierre en la primera mitad de 2025, sujeto a la aprobación de los accionistas y de los reguladores. Al finalizar, Summit se convertirá en una subsidiaria privada de Quikrete y se eliminará de la NYSE.
서밋 머티리얼즈 (NYSE: SUM)는 퀵리트 홀딩스에 의해 주당 $52.50에 현금으로 인수되기로 하는 최종 계약을 발표했습니다. 이는 약 $11.5억 달러의 기업 가치, 부채 포함을 나타냅니다. 이번 거래는 서밋의 영향을 받지 않은 90일 VWAP에 대해 36%의 프리미엄을 제공하며, 영향을 받지 않은 주가에 대해서는 29%의 프리미엄을 제공합니다. 이 합병은 수직적으로 통합된 북미 건설 자재 솔루션 제공업체를 만들 것입니다. 거래는 2025년 상반기에 마감될 것으로 예상되며, 주주 및 규제 승인을 받는 것을 조건으로 합니다. 완료되면 서밋은 퀵리트의 개인 자회사로 편입되며 NYSE에서 상장 폐지됩니다.
Summit Materials (NYSE: SUM) a annoncé un accord définitif pour être acquis par Quikrete Holdings pour 52,50 $ par action en espèces, représentant une valeur totale d'entreprise d'environ 11,5 milliards $, y compris la dette. La transaction offre une prime de 36 % par rapport au VWAP des 90 jours non affecté de Summit et une prime de 29 % par rapport à son prix d'action non affecté. La fusion créera un fournisseur de solutions en matériaux de construction intégré verticalement, opérant en Amérique du Nord. Cet accord devrait se conclure dans la première moitié de 2025, sous réserve de l'approbation des actionnaires et des régulateurs. À l'issue de la transaction, Summit deviendra une filiale privée de Quikrete et sera retirée de la NYSE.
Summit Materials (NYSE: SUM) hat eine endgültige Vereinbarung angekündigt, von Quikrete Holdings für 52,50 $ pro Aktie in bar übernommen zu werden, was einen Unternehmenswert von ca. 11,5 Milliarden $ einschließlich Schulden darstellt. Die Transaktion bietet eine Prämie von 36 % gegenüber dem unbeeinflussten 90-Tage-VWAP von Summit und eine Prämie von 29 % gegenüber dem unbeeinflussten Aktienkurs. Die Fusion wird einen vertikal integrierten Anbieter von Lösungen für Baustellenmaterialien in Nordamerika schaffen. Der Deal wird voraussichtlich in der ersten Hälfte von 2025 abgeschlossen, vorbehaltlich der Genehmigung durch die Aktionäre und Regulierungsbehörden. Nach Abschluss wird Summit eine private Tochtergesellschaft von Quikrete und von der NYSE abgezogen.
- Significant premium of 36% over 90-day VWAP
- All-cash transaction providing immediate value to shareholders
- Strong shareholder support with Cementos Argos commitment
- Secured financing commitment from Wells Fargo
- 34.6% annualized return since September 2020
- Delisting from NYSE removes public trading opportunity
- Transaction subject to regulatory approval risks
- Shareholders lose potential future upside as independent company
Insights
This acquisition marks a significant consolidation in the construction materials sector. The
The deal creates a vertically integrated powerhouse in North American construction materials, combining Summit's strong aggregates and cement operations with Quikrete's established concrete products business. The commitment from Cementos Argos and secured financing arrangements significantly increase deal certainty. Market position and operational synergies appear to be key drivers, suggesting strong strategic rationale beyond the financial premium.
This merger will reshape the competitive landscape of the North American construction materials industry. The vertical integration achieved through this combination creates a formidable market player with enhanced control over the supply chain from raw materials to finished products. The deal timing is strategic, capitalizing on Summit's strong performance under their Elevate strategy which delivered a
The private ownership structure under Quikrete could enable faster decision-making and more aggressive market strategies, potentially pressuring competitors to respond through similar consolidation moves. The combined entity's expanded geographic footprint and product portfolio will likely strengthen its negotiating position with both suppliers and customers.
Compelling Premium Maximizes Value to Shareholders
The transaction combines Summit's leading aggregates, cement and ready-mix concrete businesses with Quikrete's leading concrete and cement-based products business to create a vertically integrated, North American, construction materials solutions provider with strong customer relationships and iconic products.
"We are pleased to have reached this agreement which will deliver significant, immediate and certain cash value to our shareholders," said Howard Lance, Chairman of Summit's Board of Directors. "In reaching this decision, our Board carefully considered a range of alternatives and determined that this transaction is the best way to maximize value for our shareholders."
"This combination, and the value it creates, is a testament to our stellar strategic and financial performance, agile operational and commercial execution, and to the strength and talent of our entire team who have delivered a
"We are thrilled to welcome Summit into the Quikrete family," said Will Magill, Chief Executive Officer of Quikrete. "This acquisition represents a significant milestone in our journey to expand our capabilities and geographic presence. Summit is a recognized leader with a highly complementary portfolio of trusted aggregate, cement and ready-mix solutions. We look forward to working closely with the talented team at Summit to achieve our shared vision for the future."
Approvals and Timing
The transaction is expected to close in the first half of 2025, subject to Summit shareholder approval, regulatory approvals and other customary closing conditions. Upon completion of the transaction, Summit will become a privately held subsidiary of Quikrete and its common stock will no longer be traded on the NYSE.
Summit's largest shareholder, Cementos Argos, has entered into an agreement pursuant to which it has committed to vote all of its shares of Summit's common stock in favor of the transaction.
Quikrete has obtained commitment letters for the financing necessary to complete the transaction, which is not subject to a financing condition.
For further information regarding the terms and conditions contained in the definitive transaction agreement, please see Summit's current report on Form 8-K, which will be filed with the
Advisors
Morgan Stanley & Co. LLC and Evercore are acting as financial advisors to Summit, and Davis Polk & Wardwell LLP is acting as legal advisor. Wells Fargo is acting as exclusive financial advisor to Quikrete, and Troutman Pepper Hamilton Sanders LLP and Covington & Burling LLP are acting as legal counsel. Wells Fargo has provided a debt financing commitment for the transaction.
About Summit Materials, Inc.
Summit Materials is a market-leading producer of aggregates and cement with vertically integrated operations that supply ready-mix concrete and asphalt in select markets. Summit is a geographically diverse, materials-led business of scale that offers customers in the United States and British Columbia, Canada high quality products and services for 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 high-return growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.
About Quikrete Holdings, Inc.
Quikrete Holdings, Inc. (Quikrete) is a privately owned family business founded in 1940. It is a leading building materials company based in
Cautionary Statement Regarding Forward-Looking Statements
This press release 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," "should," "seeks," "intends," "trends," "plans," "estimates," "projects" or "anticipates" or similar expressions that concern our strategy, plans, expectations or intentions. Such forward-looking statements include but are not limited to statements about the proposed transaction between Summit and Quikrete (the "Transaction"), including 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 30, 2023, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, each as filed with the Securities and Exchange Commission ("SEC"), and any factors discussed in the section entitled "Risk Factors" in any of Summit's subsequently filed SEC filings; and the following: (i) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement between Summit and Quikrete, including in circumstances requiring Summit to pay a termination fee; (ii) potential litigation relating to the Transaction that could be instituted against the parties to the definitive transaction agreement or their respective directors or officers, including the effects of any outcomes related thereto; (iii) the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (iv) reputational risk and potential adverse reactions of customers, employees or other business partners and the businesses generally, including those resulting from the announcement of the Transaction; (v) the risk that any announcements relating to the Transaction could have adverse effects on the market price of Summit's common stock; (vi) significant transaction costs associated with the Transaction; and (vii) the diversion of management's attention and time from ongoing business operations and opportunities on Transaction-related matters.
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 this press release. 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.
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 Transaction. In connection with the Transaction, Summit 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 Summit may file with the SEC and send to its shareholders in connection with the Transaction. The Transaction will be submitted to Summit's shareholders for their consideration. Before making any voting decision, Summit'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 Summit and the Transaction.
Summit's shareholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Summit, free of charge, at the SEC's website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Summit with the SEC may be obtained, without charge, by contacting Summit through its website at https://investors.summit-materials.com/.
Participants in the Solicitation
Summit, its directors, executive officers and other persons related to Summit may be deemed to be participants in the solicitation of proxies from Summit's shareholders in connection with the Transaction. Information about the directors and executive officers of Summit and their ownership of common stock of Summit is set forth in the section entitled "Our Stockholders—Holdings of Major Stockholders" in Summit's proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 8, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001621563/000114036124018480/ny20019511x1_def14a.htm). 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:
Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013
Jim Barron/Benjamin Spicehandler/Danielle Berg
FGS Global
Summit@fgsglobal.com
Patrick Lenow
Vice President, Marketing & Communications
Quikrete Holdings, Inc.
404-634-9100
Patrick.Lenow@quikrete.com
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1 Unaffected date of October 23, 2024, the last full day trading before Summit's disclosure regarding the receipt of a non-binding acquisition proposal.
2 Unaffected share price of
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SOURCE Summit Materials, Inc.
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