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Vulcan Materials combines with Florida Rock

Vulcan Materials Company, the national construction materials corporation based in Birmingham, Ala., and Florida Rock Industries Inc., a leading producer of construction aggregates, cement, concrete and concrete products in the Southeast and Mid-Atlantic states, have signed a definitive agreement for Vulcan Materials to acquire Florida Rock in a cash and stock transaction valued at approximately $4.6 billion. The combined company will have aggregates reserves totaling approximately 13.9 billion tons, an increase of more than 20% over Vulcan Materials' stand-alone aggregates reserves, and 2006 pro forma aggregates shipments of 300 million tons, an increase of approximately 18% compared to Vulcan Materials' stand-alone shipments.

Vulcan Materials shareholders will receive one share of common stock in a new holding company for each Vulcan Materials share. Florida Rock shareholders can elect to receive either 0.63 shares of the new holding company or $67.00 in cash for each Florida Rock share, subject to proration, to ensure that in the aggregate 70% of Florida Rock shares will be converted into cash and 30% of Florida Rock shares will be converted into stock.

Vulcan Materials expects to achieve annual pre-tax cost synergies of approximately $50 million. The transaction, which is anticipated to close in mid-year 2007, is expected to be neutral to Vulcan Materials' earnings in 2007 and accretive to earnings in 2008 and beyond.



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