Attached files
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8-K - FORM 8-K - Ready Mix, Inc. | p16784e8vk.htm |
EX-10.1 - EX-10.1 - Ready Mix, Inc. | p16784exv10w1.htm |
Exhibit 99.1
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Company Contact: | Investor Contact: | ||
Bradley E. Larson | Neil Berkman Associates | |||
Chief Executive Officer | (310) 826-5051 | |||
www.readymixinc.com | info@BerkmanAssociates.com | |||
FOR IMMEDIATE RELEASE | ||||
Ready Mix, Inc. Announces $9.75 Million Asset Sale
PHOENIX, ARIZONA, February 1, 2010 . . . READY MIX, INC. (NYSE Amex:RMX) (RMI or the
Company) announced today that on January 29, 2010, the Company and Skanon Investments, Inc., an
Arizona corporation (Skanon), entered into an Asset Purchase Agreement pursuant to which the
Company will sell substantially all of its assets comprising its ready-mix concrete business to
Skanon for a purchase price of $9,750,000 in cash, subject to certain adjustments. Skanon also
will assume certain of the Companys liabilities. RMI will retain certain assets, including the
Companys office building, as well as certain liabilities.
The Companys Board of Directors unanimously approved the Purchase Agreement and the
transactions contemplated thereby. Meadow Valley Parent Corp., the beneficial holder of
approximately 69% of the outstanding shares of common stock of RMI, has agreed to vote in favor of
the Asset Purchase Agreement. Meadow Valley Parent Corp.s approval is sufficient to approve the
Asset Purchase Agreement and the transactions contemplated thereby without any further action or
vote of the shareholders of the Company. Meadow Valley Parent Corp. did retain the right to
terminate its commitment to vote in favor of the Asset Purchase Agreement and could do so at any
time.
RMIs Board of Directors believes that this asset sale is a vital step to preserve and
maximize value for our shareholders given the Companys current financial condition and the state
of the industry. We will evaluate additional strategic options for the Company once this
transaction closes, including effecting a special dividend, said Chief Executive Officer Bradley
Larson.
The transaction currently is expected to close by April 30, 2010. The closing is subject to
several conditions, including that there be no breaches of the representations, warranties and
covenants of the Company contained in the Asset Purchase Agreement except, generally, for breaches
that, when considered collectively, would not result in a material adverse effect on the Companys
business. The Asset Purchase Agreement may also be terminated under certain circumstances that
would require the Company to pay a $500,000 termination fee, including upon failure of the
shareholders to approve the transaction.
The Companys independent financial advisor, Lincoln International LLC, rendered an opinion to
the Board of Directors of the Company that the consideration to be received by the Company pursuant
to the Asset Purchase Agreement is fair, from a financial point of view, to the Company.
RMI will file with the SEC and disseminate to the Companys shareholders a definitive
information statement regarding the approval of the Asset Purchase Agreement and other matters.
Under SEC rules, the definitive information statement must be filed and disseminated to the
Companys shareholders at least 20 days before the closing of the transactions contemplated by the
Asset Purchase Agreement.
About Ready Mix, Inc.
RMI has provided ready-mix concrete products to the construction industry since 1997. RMI
currently operates three ready-mix concrete plants in the metropolitan Phoenix, Arizona area, three
plants in the metropolitan Las Vegas, Nevada area, and one plant in Moapa, Nevada. RMI also
operates two sand and gravel crushing and screening facilities near Las Vegas, Nevada, which
provide raw materials for its Las Vegas and Moapa concrete plants. Upon closing of the
transactions contemplated by the Asset Purchase Agreement, RMI will be subject to the terms of a
non-compete agreement and will cease to provide ready-mix concrete and operate such facilities.
Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are based on current
expectations, estimates and projections about the Companys business and its proposed sale of
substantially all of its assets to Skanon based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve significant risks and uncertainties
that are difficult to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements due to numerous factors,
including, but not limited to, the following: (1) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Asset Purchase Agreement, (2) risks
that adjustments to the purchase price may be substantial and actual proceeds to the Company are
uncertain, (3) the inability to complete the Asset Purchase Agreement due to the failure to satisfy
any of the conditions to the closing of the transactions contemplated by the Asset Purchase
Agreement, (4) failure of any party to the Asset Purchase Agreement to abide by the terms of that
agreement, (5) risks that the proposed transaction, including the uncertainty surrounding the
closing of the transaction, will disrupt the current plans and operations of the Company, including
as a result of undue distraction of management and personnel retention problems, (6) risks that the
Company may not have adequate liquidity to maintain operations through the closing of the
transactions contemplated by the Asset Purchase Agreement, (7) the outcome of any legal proceedings
that may be instituted against the Company and others following announcement of the Asset Purchase
Agreement, (8) risks that the Companys lenders may accelerate indebtedness that is currently in
default and (9) the amount of the costs, fees, expenses and charges related to the Asset Purchase
Agreement, including the impact of any termination fees the Company may incur and the likely
prospect that the Company would have insufficient liquidity to pay such termination fees when due.
Furthermore, the expectations expressed in forward-looking statements about the Company could
materially differ from the actual outcomes because of changes in demand for the Companys products
and services, the timing of new orders and contract awards, the Companys ability to successfully
win contract bids, the impact of competitive products and pricing, excess of production capacity,
bonding capacity and other risks discussed from time to time in the Companys Securities and
Exchange Commission (SEC) filings and reports, including the Companys Annual Report on Form 10-K
for the year ended December 31, 2008, and as updated in its Forms 10-Q for the quarters ended March
31, June 30 and September 30, 2009. Such forward-looking statements speak only as of the date on
which they are made and the Company does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this release, except as may be
required by law.
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