Ash Grove Cement Company announced that it has entered into a definitive merger agreement with CRH plc, under which CRH plc will acquire Ash Grove in a transaction valuing Ash Grove at $3.5 billion on an enterprise value basis. The transaction has been unanimously approved by the board of directors of Ash Grove and is currently expected to close in late 2017 or early 2018.
In announcing the transaction, Charlie Sunderland, chairman of the board, said “CRH, as our largest customer, has enjoyed a close and highly productive relationship with Ash Grove for many decades. The board of directors believes that CRH will be able to take Ash Grove to its next phase of development after 135 years in operation and over a century under the stewardship of the Sunderland family.”
Under the terms of the merger agreement, Ash Grove stockholders will be entitled to receive cash merger consideration comprised of a pro rata share (based on the number of shares of stock outstanding) of the $3.5 billion enterprise value, minus adjustments for certain non-controlling interests and debt-like items and certain other liabilities, and further adjusted to the extent net working capital and cash on hand at closing vary from certain thresholds. It is expected that approximately 98% of the merger consideration will be paid at the time of closing based on estimated information, and an additional amount, if any, will be paid following completion of a post-closing adjustment process intended to "true-up" the closing estimates to actual amounts as of the closing date.
About Ash Grove Cement Company
Ash Grove Cement Company is a leader and pioneer in the cement industry. For 135 years, Ash Grove has provided portland and masonry cements to construct highways, bridges, commercial and industrial complexes, single- and multi-family homes, and other important structures fundamental to America's economic vitality and quality of life. In 2016, Ash Grove shipped 8.2 million tons of cement from eight cement plants located throughout the Midwest, Texas and Western United States. In addition to cement manufacturing facilities, the company operates 52 ready-mixed concrete plants, 25 sand and gravel plants, 20 limestone quarries and nine packaged products plants.