On June 6, 2021, U.S. Concrete, Inc., a Delaware corporation (U.S. Concrete), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Vulcan Materials Company, a New Jersey company (Vulcan) and Grizzly Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Vulcan (Grizzly Merger
Sub) pursuant to which Grizzly Merger Sub will merge with and into U.S. Concrete (the Merger), with U.S. Concrete surviving the Merger and becoming a wholly-owned subsidiary of Vulcan.
Following discussions with staff at the Antitrust Division of the U.S. Department of Justice (DOJ), U.S. Concrete and Vulcan have agreed to
voluntarily provide DOJ with additional time in which to review the Merger. On July 21, 2021, Vulcan, as the acquiring party, voluntarily withdrew its pre-merger notification and report form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). In accordance with the regulations under the HSR Act, Vulcan plans to resubmit its HSR Act filing on or before July 23, 2021, commencing a new 30-day waiting period under the HSR Act. U.S. Concrete and Vulcan continue to work cooperatively with the DOJ staff in their review of the proposed transaction, and continue to expect to complete the transaction in
the second half of 2021, subject to the satisfaction of the conditions to closing, including approval of U.S. Concretes stockholders.
No Offer
or Solicitation / Additional Information and Where To Find It
This communication is for informational purposes only and does not constitute an offer
to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This communication is being made in connection with the proposed transaction between Vulcan and U.S. Concrete. In connection with
the proposed transaction, U.S. Concrete filed, and may in the future file, certain relevant documents with the U.S. Securities and Exchange Commission (SEC), including the Definitive Proxy Statement on Schedule 14A which was
mailed to U.S. Concrete stockholders in connection with U.S. Concretes submission of the transaction for the consideration by U.S. Concrete stockholders at a special meeting to be held on August 16, 2021. This communication is not
intended to be, and is not, a substitute for the Definitive Proxy Statement or any other document that U.S. Concrete has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF U.S. CONCRETE ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The
Definitive Proxy Statement and other relevant materials and any other documents filed or furnished by U.S. Concrete with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, copies of the Definitive Proxy
Statement and other relevant materials and documents filed by U.S. Concrete with the SEC will also be available free of charge on U.S. Concretes website at www.us-concrete.com.
Participants in the Solicitation
U.S. Concrete and its
directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from U.S. Concretes stockholders in connection with the proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the solicitation of U.S. Concrete stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise,
is set forth in the proxy statement filed with the SEC on July 13, 2021, for the upcoming special meeting of the U.S. Concrete stockholders to be held on August 16, 2021. To the extent the holdings of U.S. Concretes securities by the
U.S. Concrete directors and executive officers have changed since the amounts set forth in the Definitive Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents
may be obtained free of charge at the SECs website at www.sec.gov and on U.S. Concretes website at www.us-concrete.com. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transaction is included in the Definitive Proxy Statement U.S. Concrete filed with the SEC on July 13, 2021.