Meadow Valley Files Definitive Proxy Statement and Schedules Special Meeting of Stockholders to Approve Merger
December 04 2008 - 4:50PM
Business Wire
MEADOW VALLEY CORPORATION (NASDAQ:MVCO) announced that, to date,
Meadow Valley Corporation ("Meadow Valley") and Phoenix Parent
Corp. ("Investor") and Phoenix Merger Sub, Inc. ("Merger Sub"),
both affiliates of Insight Equity I LP, have been unable to come to
an agreement on an amendment to the Agreement and Plan of Merger
(the "Merger Agreement"), dated July 28, 2008, among Meadow Valley,
Investor and Merger Sub, to resolve Investor's recent claim that
Meadow Valley may have suffered a Material Adverse Effect (as
defined in the Merger Agreement) as a result of an alleged decrease
in the fair market value of Meadow Valley in excess of $6.0 million
since July 28, 2008. The parties may continue to engage in
discussions, although there is no assurance that will be the case.
There is also no assurance that any such discussions would lead to
a mutually agreeable resolution. Meadow Valley does not believe
that there has been, or will be upon closing, a decrease in the
fair market value of Meadow Valley in excess of $6.0 million, and
intends to vigorously defend itself if Investor elects to terminate
the Merger Agreement based on such a claim. The Merger Agreement
remains in full force and effect and each of the parties thereto is
proceeding on such basis. Meadow Valley filed its definitive proxy
statement related to the merger today and has scheduled the Special
Meeting of Stockholders to vote on the merger for December 26, 2008
at 11:00 a.m., Arizona time, at Doubletree Guest Suites, 320 North
44th Street, Phoenix, Arizona 85008. Meadow Valley's Board of
Directors has set November 28, 2008 as the record date for the
Special Meeting of Stockholders. 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 Company's business and its proposed
acquisition by Investor based, in part, on assumptions made by
management. These statements, including statements regarding the
possible termination of the merger agreement and the prospect of
amendments thereto, are not guarantees of future performance and
involve 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. Such forward-looking statements speak only
as of the date on which they are made and Meadow Valley 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. Additional Information and Where
to Find It In connection with the proposed transaction, a
definitive proxy statement of Meadow Valley and other materials
have been and will be filed with the SEC. WE URGE INVESTORS TO READ
THE DEFINITIVE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT MEADOW VALLEY AND THE PROPOSED TRANSACTION. Investors may
obtain free copies of the definitive proxy statement as well as
other documents filed with the SEC containing information about
Meadow Valley at www.sec.gov, the SEC's free internet site. Free
copies of Meadow Valley's SEC filings are also available on Meadow
Valley's internet site at www.meadowvalley.com. Furthermore,
investors may obtain free copies of Meadow Valley's SEC filings by
directing such request to Meadow Valley Corporation, Attn:
Corporate Secretary, 4602 East Thomas Road, Phoenix, Arizona 85018
or by requesting the same via telephone at (602) 437-5400.
Participants in the Solicitation Meadow Valley and its executive
officers and directors may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Meadow Valley's
stockholders with respect to the proposed transaction. Information
regarding the officers and directors of Meadow Valley is included
in its Annual Report on Form 10-K/A filed with the SEC on April 29,
2008. MORE DETAILED INFORMATION REGARDING THE IDENTITY OF POTENTIAL
PARTICIPANTS, AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITIES
HOLDINGS OR OTHERWISE, IS SET FORTH IN THE DEFINITIVE PROXY
STATEMENT AND OTHER MATERIALS FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTION.
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