Summit Materials rises after proxy filing discloses rival $38 per share bid

Shares of Summit Materials (SUM) are up $2.24, or 7%, to $34.02 in Thursday afternoon trading after the company filed with the SEC its preliminary proxy statements relating to its previously announced transaction agreement with Argos North America, the U.S. operations of Cementos Argos (CMTOY), in a cash and stock transaction valued at $3.2B. The proxy filing stated in part: “On September 7, 2023, before the markets opened, Summit announced that it had entered into the Transaction Agreement. On October 6, 2023, the Board received an indicative, non-binding proposal from a representative of Company A to acquire 100% of the fully diluted equity interests in Summit for $37.50 per share of Class A Common Stock payable in cash… On October 12, 2023, the Board held a meeting, which was attended by members of Summit management and representatives of Davis Polk and Morgan Stanley. At the meeting, the Board carefully reviewed and considered the Company A Proposal with its advisors. Following such review and consideration, the Board was not able to determine that the Company A Proposal would reasonably be likely to constitute or lead to a Superior Proposal and, as a result, the Company was unable to engage with Company A at that time on the Company A Proposal… On October 18, 2023, the Board received a revised proposal from a representative of Company A to acquire 100% of the fully diluted equity interests in Summit for $38.00 per share of Class A Common Stock payable in cash. Later that same day, the Board held a meeting, which was attended by members of Summit management and representatives of Davis Polk and Morgan Stanley. At the meeting, the Board carefully reviewed and considered the Revised Company A Proposal with its advisors. Following such review and consideration, the Board was not able to determine that the Revised Company A Proposal would reasonably be likely to constitute or lead to a Superior Proposal and, as a result, the Company is unable to engage with Company A at this time on the Revised Company A Proposal… Also on October 18, 2023, the Chairman of the Board notified Company A of the Board’s determination with respect to the Revised Company A Proposal.”