Florida Rock sets meeting date for Vulcan vote

By Lisa Kerner

Charlotte, N.C., July 17 - Florida Rock Industries, Inc.'s board of directors unanimously approved the merger agreement with Vulcan Materials Co. first announced on Feb. 20.

Shareholders are asked to approve the transaction at a special meeting at 9 a.m. ET on Aug. 14. The record date for the meeting is July 13, according to a schedule 14A filing with the Securities and Exchange Commission.

Both Florida Rock and Vulcan will become subsidiaries of Virginia Holdco, Inc., a new holding corporation.

Under the agreement, Florida Rock common shareholders can elect to receive either $67.00 in cash, without interest, or 0.63 of a share of Holdco common stock for each share of Florida Rock common stock they own, subject to proration.

An estimated 13,034,069 shares of Holdco common stock will be issued in the merger. Florida Rock's former shareholders will own approximately 12%, and former Vulcan shareholders will own approximately 88% of Holdco's common stock.

A $135 million termination fee is included in the deal, which is valued at $4.6 billion, or about $68.03 per share.

Holdco plans to be listed on the New York Stock Exchange under Vulcan's current ticker symbol, "VMC." In addition, Vulcan is expected to be renamed VMC Corp. and Holdco is expected to be renamed Vulcan Materials Co. following the transaction's close.

As previously reported, Florida Rock founders the Baker family entered into a voting agreement to support the transaction. Florida Rock president and chief executive officer John Baker will join Vulcan Materials' board of directors and Tom Baker, a Florida Rock vice president, will become president of Vulcan Materials' new Florida Rock Division in Jacksonville Fla., where Florida Rock's headquarters are located.

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

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