Polaris Securityholders Overwhelmingly Approve Plan of Arrangement with U.S. Concrete
November 15, 2017
VANCOUVER, British Columbia - Polaris Materials Corporation (TSX:PLS) (the “Company” or “Polaris”) is pleased to announce the outcome of the shareholder and securityholder vote at the special meeting of Polaris shareholders (“Shareholders”), optionholders and deferred unit holders (together with the Shareholders, “Securityholders”) which was held earlier today (the “Meeting”). At the Meeting, Polaris Securityholders voted overwhelmingly in favour of the proposed plan of arrangement (the “Arrangement”) pursuant to which U.S. Concrete, via a wholly owned subsidiary, will acquire all of the issued and outstanding common shares of Polaris (the “Polaris Shares”) for cash consideration of C$3.40 per share.
Shareholders holding approximately 99.8% of the Polaris Shares, including after excluding certain Polaris Shares as required by Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions, and Securityholders holding approximately 99.8% of the common shares and other securities, collectively, represented at the Meeting voted in favour of the special resolution approving the Arrangement. Details of the voting results will be filed under Polaris’ profile on SEDAR and may be accessed at www.sedar.com.
Completion of the Arrangement remains subject to various customary conditions, including the approval of the Supreme Court of British Columbia. Assuming the satisfaction or waiver of these closing conditions, the Arrangement is expected to close on or about November 17, 2017.
Further information about the Arrangement is set out in Polaris’ management information circular dated October 10, 2017 which is available on the Company’s website at www.polarismaterials.com and has been filed under Polaris’ profile on SEDAR at www.sedar.com.
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 Corporation
Tel: (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 Arrangement, receipt of all approvals, including from the British Columbia Supreme Court, necessary to complete the Arrangement, and timing of the completion of the Arrangement. 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 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 Arrangement, , the receipt of any superior proposals, and the completion or waiver of all conditions to the 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.