Meadow Valley Stockholders Approve Merger

  
    
  
  
    
      MEADOW VALLEY CORPORATION (NASDAQ:MVCO) announced that, at 
      a special meeting held today, its stockholders approved the Agreement 
      and Plan of Merger (the "Merger Agreement"), dated July 28, 2008, among 
      Meadow Valley Corporation ("Meadow Valley") and Phoenix Parent Corp. 
      ("Investor") and Phoenix Merger Sub, Inc. ("Merger Sub"), both 
      affiliates of Insight Equity I LP ("Insight"). Based upon the 
      preliminary tally of shares voted, approximately 71% of the total shares 
      of Meadow Valley stock outstanding voted in favor of the transaction. 
      Under the terms of the Merger Agreement, following satisfaction or 
      waiver of the conditions to closing and consummation of the merger, 
      holders of Meadow Valley common stock will receive $11.25 in cash, 
      without interest, for each outstanding share of Meadow Valley common 
      stock and Meadow Valley will cease to be publicly traded. Meadow Valley 
      is working towards completing the transaction as soon as reasonably 
      practicable. However, Investor has not withdrawn its claim that Meadow 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 (as 
      previously disclosed on Form 8-K filed with the Securities and Exchange 
      Commission on December 3, 2008). 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 Meadow Valley is proceeding on such basis.
    
    
      About Meadow Valley
    
    
      Meadow Valley Corporation, based in Phoenix, Arizona, is engaged in the 
      construction industry as both a contractor and a supplier of 
      construction materials. Meadow Valley's construction services segment 
      specializes in structural concrete construction of highway bridges and 
      overpasses, and the paving of highways and airport runways, primarily in 
      Nevada and Arizona. Meadow Valley's construction materials operations 
      provide concrete and gravel products primarily to other contractors. 
      Meadow Valley's materials operations are concentrated in the Southern 
      Nevada and Arizona.
    
    
      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, 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.