SUM - Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Summit Materials Shareholders Vote FOR Pending Transaction with Cementos Argos | Benzinga
DENVER, Jan. 3, 2024 /PRNewswire/ -- Summit Materials, Inc. (NYSE:SUM, ", Summit", or the ", Company", )), a leading vertically integrated construction materials company, today announced that leading proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), have recommended that Summit shareholders vote in favor of all proposals in connection with its pending combination with Argos North America Corp. ("Argos USA"), the U.S. operations of Cementos Argos S.A. ("Cementos Argos") at the Company's upcoming Special Meeting of Stockholders on Thursday, January 11, 2024.
In making their respective recommendations, ISS and Glass Lewis stated in their reports dated December 29, 2023 and December 24, 2023:
- "Support for the transaction is warranted in light of compelling strategic rationale and the expected financial benefits. The combined entity will have increased scale, a more diversified geographic presence, and the transaction is expected to result in significant cost savings and be accretive to free cash flow per share." (ISS)1
- "The deal should greatly enhance the Company's scale and geographic reach, which could better position the Company to take advantage of various anticipated tailwinds relating to the supply and demand for cement. The Company also expects to realize at least $100 million in annual run-rate cost synergies from the proposed transaction through various means, including operational efficiencies, optimizing sourcing and increased utilization of the import terminals' network." (Glass Lewis) 1
"We appreciate the support of ISS and Glass Lewis for our combination with Argos USA, which highlights the significant benefits to accelerate our materials-led strategy," said Anne Noonan, Summit Materials President and CEO. "With enhanced scale and national reach, we are confident Summit will be well positioned to deliver profitable growth, generate significant synergies, and create superior value for our shareholders."
The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by Summit Materials shareholders.
The Summit Board unanimously recommends that shareholders vote "FOR" all proposals in the proxy statement in connection with the transaction.
Summit shareholders who need assistance voting or have questions regarding the Special Meeting can contact the Company's proxy solicitor Innisfree M&A Incorporated, by calling (877) 717-3904, (banks and brokers can call collect at (212) 750-5833).
1 Permission to use quotations was neither sought nor obtained.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel to Summit Materials. J.P. Morgan Securities LLC is acting as lead financial advisor and Sullivan & Cromwell LLP is acting as legal counsel to Cementos Argos.
About Summit Materials
Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt in the United States and ...