Polaris to be Acquired by U.S. Concrete

Valuations & Fairness Opinions
Transaction Details

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Fort Capital Partners is pleased to announce that Polaris Materials Corporation (TSX:PLS) (“Polaris” or the “Company”) has entered into an arrangement agreement under which US Concrete (NASDAQ:USCR) will purchase all of the outstanding shares of Polaris in an all-cash transaction that implies an aggregate equity value for Polaris of approximately $309 million.

Under the arrangement, each Polaris common share will be acquired for a cash purchase price of $3.40.  The transaction represents a 22% premium to the $2.79 per share transaction price pursuant to the terminated Vulcan Agreement.

Polaris is the operator and 88% owner of the Orca Quarry in Vancouver Island, British Columbia, where it produces high quality sand and gravel concrete aggregates that are used in the construction of roads, bridges, buildings and other components of civil infrastructure. The Company sells the vast majority of its product to cement and construction materials companies in the San Francisco and Los Angeles markets. In order to facilitate its trade in these markets, Polaris owns and operates two receiving and distribution terminal facilities in Richmond and Long Beach, California.

Fort Capital Partners has provided a fairness opinion to the Special Committee of Polaris in connection with the transaction.

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 158 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 additional information about U.S. Concrete, go to http://www.us-concrete.com