Vulcan Materials Company For a printer friendly version, click here. Monday, February 19, 2007 VULCAN MATERIALS TO ACQUIRE FLORIDA ROCK IN $4.6 BILLION CASH AND STOCK TRANSACTION Enhances Vulcan Materials’ Position as the U.S. Leader in Construction Aggregates And Further Expands Footprint in Nation’s Fastest Growing Markets Birmingham, AL, and Jacksonville, FL – February 19, 2007 – Vulcan Materials Company (NYSE: VMC), the nation's largest producer of construction aggregates and a major producer of other construction materials, and Florida Rock Industries Inc. (NYSE: FRK), a leading producer of construction aggregates, cement, concrete and concrete products in the Southeast and Mid-Atlantic states, today announced that they 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 acquisition, which has been unanimously approved by both companies’ boards of directors, will significantly enhance Vulcan Materials’ strategic position and long-term growth opportunities by greatly expanding its presence in attractive Florida markets and in other high-growth Southeast and Mid-Atlantic states. 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. Under the terms of the agreement, Vulcan Materials shareholders will receive one share of common stock in a new holding company (whose subsidiaries will be Vulcan Materials and Florida Rock) 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. The transaction is intended to be non-taxable for Vulcan Materials shareholders and non-taxable for Florida Rock shareholders to the extent they receive stock. The total blended cash and stock consideration of $68.03 per share, based on the closing price of Vulcan Materials’ stock on Friday, February 16, 2007, represents a premium of 45% for Florida Rock shareholders based on Friday’s closing price of each company’s stock. Vulcan Materials Chairman and CEO, Don James said, “This is a tremendous opportunity for Vulcan Materials and Florida Rock. We’re taking two high performance companies and creating an even better company. Combining with Florida Rock further diversifies and broadens our reach and regional exposure, providing us with a significant presence in Florida – one of the fastest growing markets for aggregates in the U.S. – and bringing us approximately 2.5 billion tons of reserves in markets where reserves are increasingly scarce. The combined company will have enhanced earnings growth and a strong cash flow profile to reduce debt while maintaining Vulcan Materials’ historical dividend practices and significantly increasing the dividend to Florida Rock shareholders.” “We are extremely pleased to combine our organization with Vulcan Materials,” said Florida Rock President and CEO, John Baker. “We have great respect for Vulcan Materials’ team and believe they offer an ideal business fit and a highly compatible culture to Florida Rock’s. These are very complementary companies, and this is an excellent opportunity for our shareholders as well as our employees, many of whom could enjoy enhanced opportunities as part of an even stronger and more geographically diversified organization that has operations in key high-growth markets nationwide.” Following completion of the transaction, John Baker will join Vulcan Materials’ Board of Directors and Tom Baker, Vice President, Cement and Aggregates, of Florida Rock, will become President of Vulcan Materials’ new Florida Rock Division headquartered in Jacksonville, where he will oversee the company’s con For further information contact Mark Warren, Investor Relations, at (205) 298-3220.