VANCOUVER, Oct. 17, 2017 /CNW/ - Polaris Materials Corporation (TSX:PLS) (the "Company" or "Polaris"), today announced that it has filed its Management Information Circular (the "Circular") and related proxy materials on SEDAR and on its website (www.polarismaterials.com), in advance of the Company's special meeting of securityholders to be held on November 15, 2017 (the "Special Meeting"). The purpose of the Special Meeting is to seek approval of the proposed plan of arrangement (the "U.S. Concrete Arrangement") with U.S. Concrete, Inc. ("U.S. Concrete"), which was previously announced on September 29, 2017.
The U.S Concrete Arrangement Agreement
Polaris entered into a definitive arrangement agreement (the "U.S. Concrete Arrangement Agreement") with U.S. Concrete and a wholly-owned subsidiary of U.S. Concrete in respect of the U.S. Concrete Arrangement which provides for the purchase by such U.S. Concrete subsidiary of all issued and outstanding common shares of Polaris (the "Polaris Shares") for a cash price of C$3.40 per Polaris Share as well as payments for in-the-money options and deferred share units of Polaris. If approved, the U.S. Concrete Arrangement is expected to become effective in mid-November 2017, subject to customary closing conditions, following which time the Polaris Shares are anticipated to be delisted from the Toronto Stock Exchange (the "TSX").
The U.S. Concrete Arrangement Agreement was entered into subsequent to the termination of an arrangement agreement among the Company, Vulcan Materials Company ("Vulcan") and an indirect wholly-owned subsidiary of Vulcan, dated August 25, 2017 (the "Vulcan Arrangement Agreement"). The Company's special meeting of securityholders initially scheduled for October 20, 2017 to consider the arrangement contemplated by the Vulcan Arrangement Agreement (the "Vulcan Arrangement") has also been cancelled.
Holders of Polaris Shares of record as of October 10, 2017, as well as holders of record of options and deferred units of Polaris (the "Affected Securityholders"), will receive notice of and be entitled to vote at the Special Meeting. The U.S. Concrete Arrangement will require the approval at the Special Meeting of 66 2/3% of all votes cast by holders of Polaris Shares, 66 2/3% of all votes cast by the Affected Securityholders voting as a single class and a majority of all votes cast by holders of Polaris Shares after excluding votes of any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minor Security Holders in Special Transactions.
Highlights of the U.S. Concrete Arrangement include:
- The consideration of $3.40 per Polaris Share (the "Consideration") represents a 254% premium to Polaris' closing share price of $0.96 on August 25, 2017, the final trading day prior to the announcement of the now terminated Vulcan Arrangement Agreement, and a 258% premium to the volume weighted average price of Polaris Shares over the 10 trading days prior to August 25, 2017. The Consideration also represents a 22% premium to the C$2.79 per Company Share consideration offered under the Vulcan Arrangement.
- The Consideration is all cash, which provides certainty of value, and is not subject to the risks associated with the business of Polaris;
- The Consideration is the result of the completion of a formal sale process, including soliciting interest from five strategic parties, the entering into of the Vulcan Arrangement Agreement and a subsequent "Superior Proposal" from U.S. Concrete. The initial sale process resulted in proposals from three parties, from which the Vulcan Arrangement emerged as the preferred transaction. Following entering into the Vulcan Arrangement Agreement, the Company received an acquisition proposal contemplating the U.S. Concrete Arrangement from U.S. Concrete, which, following consultation with its advisors, the Board of Directors of the Company determined was a "Superior Proposal" as defined in the Vulcan Arrangement Agreement. Following the expiry of the five day right to match provided to Vulcan, the Company subsequently terminated the Vulcan Arrangement Agreement in accordance with its terms and entered into the U.S. Concrete Arrangement Agreement. The Board of Directors of the Company believes that the Consideration represents the highest consideration reasonably attainable and is fair to the the shareholders and securityholders of Polaris and that the U.S. Concrete Arrangement is in the best interests of Polaris, and believes that the Arrangement is equitable and fair to its First Nations partners and stakeholders;
- The terms of the U.S. Concrete Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of the independent Special Committee of Polaris and its legal counsel and financial advisors, and the terms of the U.S. Concrete Arrangement are fair in the judgment of the Special Committee to the shareholders and securityholders of Polaris; and
- The Board of Directors of the Company believes that the likelihood of the completion of the U.S. Concrete Arrangement is reasonable and is not subject to any financing condition.
Securityholder Questions and Voting Information
Polaris' Board of Directors unanimously recommends that Affected Securityholders vote in favour of the U.S. Concrete Arrangement. Securityholders who have questions regarding the U.S. Concrete Arrangement or require assistance with voting may contact the Proxy Solicitation Agent below:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184
By Email: [email protected]
Special Meeting Details
The Special Meeting will be held on November 15, 2017 at 10:00AM (Vancouver time) at the offices of Fasken Martineau DuMoulin LLP, Suite 2900, 550 Burrard Street, Vancouver, BC, V6C 0A3.
Polaris will provide further information with respect to the timing of closing of the U.S. Concrete Arrangement and the delisting of Polaris Shares from the TSX as updates become available.
About Polaris Materials Corporation:
Polaris Materials Corporation is engaged in the development and operation of construction aggregate quarries in Canada to supply distribution facilities in the United States through coastal shipping. The Company's active construction aggregate interests consist of its Orca Sand and Gravel Quarry in British Columbia and two associated receiving terminals in Richmond and Long Beach, California. The Company also owns the Black Bear Project located in close proximity to the Orca Quarry, and a controlling interest in the Eagle Rock Quarry Project, located on the coast of central Vancouver Island.
About U.S. Concrete:
U.S. Concrete serves the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and aggregate products. The Company has 162 standard ready-mixed concrete plants, 17 volumetric ready-mixed concrete facilities, and 17 producing aggregates facilities. During 2016, U.S. Concrete sold approximately 8.1 million cubic yards of ready-mixed concrete and approximately 5.6 million tons of aggregates.
For further information, please contact:
President & CEO
Polaris Materials Corporation
Tel: (604) 915-5000 Ext. 103
Nicholas Van Dyk
Vice President, Investor Relations and Corporate Development
Polaris Materials CorporationTel: (604) 915-5000 Ext. 104
Cautionary Note Regarding Forward Looking Statements
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws. These statements and information appear in this document and include estimates, forecasts, information and statements as to management's expectations with respect to, among other things, the completion of the U.S. Concrete Arrangement, receipt of all approvals, including from the British Columbia Supreme Court and the Affected Securityholders, necessary to complete the U.S. Concrete Arrangement, timing of the completion of the U.S. Concrete Arrangement, the delisting of the Polaris Shares from the TSX and the holding of the Special Meeting. Often, but not always, forward-looking statements and information can be identified by the use of words such as "may", "will", "should", "plans", "expects", "intends", "anticipates", "believes", "budget", and "scheduled" or the negative thereof or variations thereon or similar terminology. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance that such statements and information will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's continuous disclosure documents which are filed with Canadian regulators on SEDAR (www.sedar.com), including in the Circular to be sent to the Company's securityholders in advance of the Special Meeting, under the heading "Risk Factors Relating to the Arrangement" and under the heading "Risk Factors" in the Company's Annual Information Form. Such factors include, amongst others, the receipt of all necessary approvals to complete the U.S. Concrete Arrangement, the timing of the Special Meeting, the receipt of any superior proposals, and the completion of all conditions to the U.S. Concrete Arrangement. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, except as required by applicable law. All written and oral forward-looking statements and information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
SOURCE Polaris Materials Corporation