Polaris Materials Corporation (TSX: PLS) and Vulcan Materials Company (NYSE: VMC) have entered into a definitive agreement that Vulcan will acquire all of the issued and outstanding shares of Polaris by way of an arrangement under BCBCA for CDN $2.79 per share in cash, for an aggregate fully diluted equity value of approximately CDN $252 million.
Subject to shareholder and court approvals, the transaction is expected to close in November 2017.
“With Polaris celebrating its 10 year anniversary of operations at the Orca quarry this year, we recognize our First Nations partners, employees, customers, service providers and other stakeholders as instrumental in creating this exceptional construction materials company. The unique strategic merits of our Company have been recognized by Vulcan, and this transaction provides significant value to Polaris shareholders today, while positioning our business to provide long term benefits to our partners and opportunities for growth in the future, ” said Ken Palko, President and CEO of Polaris.
“The Special Committee and the Board of Directors of Polaris is pleased to provide its recommendation to support the agreement with Vulcan, and following a rigorous process of evaluating alternatives believe that this transaction is the best avenue to unlock the underlying value that has been created by the hard work of the Polaris team,” said Terry Lyons, Chairman of the Board of Directors of Polaris.
Fort Capital Partners and Canaccord Genuity Corp. provided fairness opinion to Polaris Special Committee and the board of directors respectively.
Canaccord Genuity is acting as its exclusive financial advisor to Polaris board of directors. Fasken Martineau DuMoulin LLP is acting as legal counsel to Polaris, Osler, Hoskin & Harcourt LLP is acting as legal counsel to the Special Committee and Dorsey & Whitney LLP is acting as legal counsel to Polaris on US matters.
Wachtell, Lipton, Rosen & Katz LLP is acting as legal counsel to Vulcan and McInnes Cooper and Blake, Cassels & Graydon LLP are acting as legal counsel to Vulcan on Canadian matters.
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.
Birmingham, Alabama based Vulcan Materials Company is the United States’ largest producer of construction aggregates, including crushed stone, sand and gravel, and a major producer of other construction materials.
photo credit: Polaris Materials