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Marietta Seeks Clarity in Deal Terms


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Earlier this week, Martin Marietta Materials, Inc. (MLM - Snapshot Report) announced that it will commence an unsolicited exchange offer to acquire all the outstanding shares of Vulcan Material Company’s (VMC - Analyst Report) common stock at a fixed exchange ratio of 1:2. More specifically, as per the exchange offer, each of Vulcan’s common stockholders will receive 0.50 shares of Martin Marietta common stock.

However, soon after the announcement, Martin Marietta filed a litigation in the Delaware Court of Chancery seeking a declaration that the non-disclosure agreement between the two companies signed on May 3, 2010, does not prohibit Martin Marietta to purchase all issued and outstanding shares of Vulcan common stock in exchange for Martin Marietta’s common stock as well as the company’s proposal of nominating five independent members to the Vulcan’s board of directors.

As a result, institutional investors have hired the law firm Wolf Haldenstein Adler Freeman & Herz LLP to investigate the circumstances surrounding the non-disclosure agreement between Vulcan and Martin Marietta. Vulcan’s board of directors has also decided to review the proposal and determine the course of action in order to maximize the interests of the company as well as its shareholders.

Based in Birmingham, Alabama, Vulcan is engaged in the production, distribution and sale of construction aggregates, and other construction materials and related services in the U.S. and Mexico. It is the nation’s largest producer of construction aggregates and a leading producer of other construction materials.

In the most recent quarter, Vulcan incurred an adjusted loss of $41 million or 13 cents per share from continuing operations compared with $11 million or 8 cents per share in the prior-year quarter. Total revenue increased marginally to $760.8 million from $743.2 million in the year-ago quarter.

Raleigh, North Carolina-based Martin Marietta produces and sells aggregates for the construction industry primarily in the United States, Canada, the Bahamas, and the Caribbean Islands. The company’s has a wide customer base extending from public infrastructure, and nonresidential and residential construction industries to agriculture, railroad ballast, chemical, and other applications.

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