Meadow Valley Files Definitive Proxy Statement and Schedules Special Meeting of Stockholders to Approve Merger

  
    
  
  
    
      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 [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, IS SET FORTH IN THE DEFINITIVE PROXY 
      STATEMENT AND OTHER MATERIALS FILED WITH THE SEC IN CONNECTION WITH THE 
      PROPOSED TRANSACTION.