Summit Materials Completes Combination with Argos USA
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.
