Florida Rock Industries shareholders approve merger with Vulcan Materials

By Lisa Kerner

Charlotte, N.C., Aug. 14 - Florida Rock Industries, Inc. approved the company's proposed merger with Vulcan Materials Co., with some 99.8% of voting shares saying yes to the deal.

The companies announced a definitive agreement on Feb. 20 in which Vulcan Materials would acquire Florida Rock in a cash and stock transaction valued at approximately $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 or $67.00 in cash for each Florida Rock share.

As previously reported, 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.

Florida Rock said its 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.

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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