By Lisa Kerner
Charlotte, N.C., July 28 - Meadow Valley Corp. agreed to be acquired by an affiliate of Insight Equity I LP for $11.25 per share in cash.
The per-share offer price is a 22.1% premium to the closing price of Meadow Valley's common stock on July 25.
Total value of the transaction, which is not subject to a financing condition, is approximately $61.3 million, according to a Meadow Valley news release.
Meadow Valley said its board of directors, on the unanimous recommendation of the special committee, approved the merger agreement and will recommend that shareholders also approve the transaction.
The deal to take the Phoenix construction materials company private is slated to close before Dec. 31, subject to shareholder approval.
Some members of Meadow Valley's management will have a stake in the company following completion of the deal.
A 45-day go-shop period and breakup fee are included in the agreement, it was reported in a form 8-K filed with the Securities and Exchange Commission.
The breakup fee would equal 2.5% of the total merger consideration, or approximately $1.53 million, plus expenses up to $500,000.
Meadow Valley's special committee was advised by Alvarez & Marsal Securities, LLC, and Morgan Joseph & Co. Inc. rendered a fairness opinion.
Hunton & Williams LLP is representing Insight, a Dallas-based investment company, in the transaction.
| Acquirer: | Insight Equity I LP affiliate
|
| Target: | Meadow Valley Corp.
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| Announcement date: | July 28
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| Transaction total: | $61.3 million
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| Price per share: | $11.25
|
| Termination fee: | $1.53 million
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| Expected closing: | End of 2008
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| Stock price for target: | Nasdaq: MVCO: $9.21 on July 25
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