M&A: Summit Materials, Inc.
Form Type: DEFA14A
Filing Date: 2025-01-07
Corporate Action: Acquisition
Type: New
Accession Number: 000095010325000268
Comments: Summit Materials, Inc. announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in connection with its acquisition by Quikrete Holdings, Inc. for $52.50 per share in cash. The merger is anticipated to close in the first quarter of 2025, subject to customary closing conditions, regulatory approvals, and stockholder approval. Following the completion of the merger, Summit will become a privately held subsidiary of Quikrete, and its shares will no longer be listed on the NYSE. Financial advisors for Summit include Morgan Stanley & Co. LLC and Evercore, while Wells Fargo acts as the exclusive financial advisor for Quikrete. The document includes cautionary forward-looking statements about the merger's completion, potential risks, and advisory roles.
Document Link: View Document
Additional details:
Share Price: 52.50
Acquisition Company: Quikrete Holdings, Inc.
Advisors: Morgan Stanley & Co. LLC, Evercore, Wells Fargo, Davis Polk & Wardwell LLP, Troutman Pepper Hamilton Sanders LLP, Covington & Burling LLP
Expected Closing Quarter: Q1 2025
Form Type: DEFM14A
Filing Date: 2024-12-30
Corporate Action: Merger
Type: New
Accession Number: 000114036124050610
Comments: Summit Materials, Inc. is proposing a merger with Quikrete Holdings, Inc. and its wholly-owned subsidiary Soar Subsidiary, Inc. The merger agreement was entered into on November 24, 2024. Under the terms of the merger, Summit will become a wholly owned subsidiary of Quikrete, with stockholders entitled to receive $52.50 in cash for each share held, representing a 29.2% premium over the last trading price prior to the merger proposal. The Board of Directors of Summit has unanimously approved the merger agreement and will seek stockholder approval at a special meeting scheduled for February 5, 2025. Important vote details include that a majority of the shares must approve the merger for it to proceed, and stockholders not voting will effectively vote against the merger. The proposal also includes matters such as an advisory vote on executive compensation and possible adjournment of the meeting if necessary to gather more proxies. The record date for voting is set for December 27, 2024, and stockholders have appraisal rights for dissenting shares.
Document Link: View Document
Additional details:
Record Date: 2024-12-27
Meeting Date: 2025-02-05
Merger Consideration: $52.50
Premium Over Price: 29.2%