Meadow Valley Enters Definitive Agreement to Be Acquired by an Affiliate of Insight Equity I LP for $11.25 Per Share in Cash

  
    
  
  
    
      MEADOW VALLEY CORPORATION (NASDAQ:MVCO), announced today that it 
      has entered into a definitive merger agreement to be acquired by an 
      affiliate of Insight Equity I LP ("Insight"). Under the terms of the 
      merger agreement, all of the outstanding shares of Meadow Valley 
      Corporation ("Meadow Valley" or the "Company"), will be acquired for a 
      price per share equal to $11.25 in cash, without interest. The $11.25 
      per share cash consideration represents a 22.1% premium to the closing 
      price of Meadow Valley's common stock on July 25, 2008, the last trading 
      day prior to the announcement of the merger agreement and a 30.8% 
      premium to the volume weighted average share price for the 30 calendar 
      days prior to the announcement of the merger agreement. The total equity 
      value of the transaction is approximately $61.3 million. The transaction 
      is not subject to a financing condition.
    
    
      The merger agreement was negotiated on behalf of Meadow Valley by a 
      committee of the Board of Directors comprised entirely of independent 
      directors (the "Special Committee") with the assistance of independent 
      financial and legal advisors. The board of directors of Meadow Valley, 
      on the unanimous recommendation of the Special Committee, has approved 
      the merger agreement and intends to recommend that Meadow Valley's 
      shareholders adopt the agreement.
    
    
      The transaction is expected to close prior to December 31, 2008, and is 
      subject to several closing conditions, including the approval of Meadow 
      Valley's shareholders. Upon the closing of the transaction, all of the 
      outstanding shares of Meadow Valley's common stock will be purchased 
      from its shareholders for $11.25 per share, without interest, and Meadow 
      Valley will no longer be publicly traded. Certain members of Meadow 
      Valley's management will participate in the ownership of the Company 
      following the closing of the transaction.
    
    
      In accordance with the merger agreement, the Special Committee, with the 
      assistance of its advisors, will be conducting a market test for the 
      next 45 days by soliciting superior proposals from other parties. There 
      is no assurance that the solicitation of proposals will result in a 
      superior proposal or an alternative transaction.
    
    
      The Special Committee issued the following statement: "The Company 
      received an acquisition proposal from Insight and, after extensive 
      negotiations and careful consideration in conjunction with our advisors, 
      the Special Committee of Meadow Valley's board has unanimously concluded 
      that this transaction is in the best interest of our shareholders. This 
      transaction will provide Meadow Valley's shareholders with an immediate 
      cash premium."
    
    
      Alvarez & Marsal Securities, LLC served as financial advisor to the 
      Special Committee of the Meadow Valley board of directors in connection 
      with the merger transaction and Morgan Joseph & Co. Inc. rendered an 
      opinion to the Special Committee as to the fairness, from a financial 
      point of view, of the consideration to be received by the Company's 
      shareholders in the merger transaction as of the date of the merger 
      agreement. DLA Piper US LLP is acting as special counsel to the Special 
      Committee and Brownstein Hyatt Farber Schreck, LLP is acting as counsel 
      to Meadow Valley in this transaction. Hunton & Williams LLP is 
      representing Insight in this transaction.
    
    
      About Insight
    
    
      Insight Equity I LP (www.insightequity.com) 
      is based in Dallas, Texas and makes control investments in strategically 
      viable, middle market, asset intensive companies across a wide range of 
      industries and specializes in partnering with companies experiencing 
      some level of underperformance. Insight Equity also seeks complex and 
      challenging situations, including public to private transactions, 
      corporate divestitures, bankruptcies, restructurings and private family 
      ownership. Insight Equity further seeks to leverage a collaborative 
      value creation model to facilitate operational enhancements and growth.
    
    
      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 
      an affiliate of Insight based, in part, on assumptions made by 
      management. These statements 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, including, but not limited to, the following: (1) the 
      occurrence of any event, change or other circumstance that could give 
      rise to the termination of the merger agreement, (2) the outcome of any 
      legal proceedings that may be instituted against the Company and others 
      following announcement of the merger agreement, (3) the inability to 
      complete the merger due to the failure to obtain stockholder approval or 
      satisfy other conditions to the closing of the merger, (4) failure of 
      any party to the merger agreement to abide by the terms of that 
      agreement, (5) risks that the proposed transaction, including the 
      uncertainty surrounding the closing of the transaction, will disrupt the 
      current plans and operations of the Company, including as a result of 
      undue distraction of management and personnel retention problems, (6) 
      conflicts of interest that may exist between members of management who 
      will be participating in the ownership of the Company following the 
      closing of the transaction and (7) the amount of the costs, fees, 
      expenses and charges related to the merger, including the impact of any 
      termination fees the Company may incur, which may be substantial. Furthermore, 
      the expectations expressed in forward-looking statements about the 
      Company could materially differ from the actual outcomes because of 
      changes in demand for the Company's products and services, the timing of 
      new orders and contract awards, the Company's ability to successfully 
      win contract bids, the impact of competitive products and pricing, 
      excess or shortage of production capacity, bonding capacity and other 
      risks discussed from time to time in the Company's Securities and 
      Exchange Commission ("SEC") filings and reports, including the Company's 
      Annual Report on Form 10-K for the year ended December 31, 2007. In 
      addition, such statements could be affected by general industry and 
      market conditions and growth rates, and general domestic economic 
      conditions. Such forward-looking statements speak only as of the date on 
      which they are made and the Company 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 proxy statement of Meadow 
      Valley and other materials will be filed with the SEC. WE URGE 
      INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS 
      CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY 
      WILL CONTAIN IMPORTANT INFORMATION ABOUT MEADOW VALLEY AND THE PROPOSED 
      TRANSACTION. Investors will be able to obtain free copies of the 
      proxy statement (when available) 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 [phone].
    
    
      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, WILL BE SET FORTH IN THE PROXY STATEMENT AND 
      OTHER MATERIALS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED 
      TRANSACTION.