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Published on 11/15/2007 in the Prospect News Special Situations Daily.

Majority of Florida Rock's shareholders want cash in merger with Vulcan Materials

By Lisa Kerner

Charlotte, N.C., Nov. 15 - Florida Rock Industries, Inc. announced preliminary results of the merger consideration elections made by its shareholders in the company's proposed merger with Vulcan Materials Co.

According to the results, of the 66,692,551 shares of Florida Rock common stock outstanding:

• Holders of 70.8%, or 47,207,744 shares, elected to receive cash consideration; and

• Holders of 10.5%, or 7,026,386 shares, elected to receive stock consideration.

Of the 15,028,258 shares to be delivered via guaranteed delivery procedure, more than 99% were for cash consideration.

Final results of the consideration elections should be announced on or about Nov. 21, according to a company news release.

It was previously reported that Vulcan Materials agreed to acquire Florida Rock in a stock and cash transaction valued at some $4.6 billion, or about $68.03 per share.

Vulcan Materials shareholders will receive one share of common stock in a new holding company for each Vulcan Materials share, and Florida Rock shareholders can elect to receive either 0.63 of a share of the new holding company, $67 in cash or a combination of cash and shares for each Florida Rock share.

A total of 70% of Florida Rock shares will be converted into cash and 30% of Florida Rock shares will be converted into stock. Florida Rock shareholders will own roughly 12% of the combined company.

The companies expected to close the deal on Nov. 16.

Both Vulcan Materials, based in Birmingham, Ala., and Florida Rock, located in Jacksonville, Fla., produce construction aggregates and other construction materials.


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