ITEM 8.01 – OTHER EVENTS.
On May 23, 2021, Martin Marietta Materials, Inc., a North Carolina corporation (“Martin Marietta”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain subsidiaries of Lehigh Hanson, Inc. (“Lehigh”) to acquire Lehigh’s West Region business for $2.3 billion in cash, subject to customary post-closing adjustments (the “Acquisition”).
Copies of the press release and investor presentation issued by Martin
Marietta on May 24, 2021 in connection with the Acquisition are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated herein by reference. The terms of the Purchase Agreement will be described in a subsequent filing on Form
8-K.
Cautionary Statement Concerning Forward-Looking Statements
This report and the documents incorporated by reference herein contain statements which, to the extent they are not recitations of historical fact, constitute
forward-looking statements within the meaning of federal securities law. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and are based on assumptions that we believe in good faith are reasonable at the
time the statements are made, but which may be materially different from actual results. Investors can identify these statements by the fact that they do not relate only to historic or current facts. The words “may”, “will”, “could”, “should”,
“anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “outlook”, “plan”, “project”, “scheduled” and other words of similar meaning in connection with future events or future operating or financial performance are intended to identify
forward-looking statements. Any or all of Martin Marietta’s forward-looking statements in this release and in other publications may turn out to be wrong.
Statements and assumptions on future revenues, income and cash flows, performance, economic trends, the outcome of litigation, regulatory compliance and environmental
remediation cost estimates are examples of forward-looking statements. Numerous factors could affect our forward-looking statements and actual performance. In addition, other risks and uncertainties not presently known to us or that we currently
consider immaterial could affect the accuracy of our forward-looking statements.
Except as required by law, we undertake no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date
of this report.
You should consider these forward-looking statements in light of risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2020 and other
periodic filings made with the SEC. All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy
of our forward-looking statements, or adversely affect or be material to the Company. Except as required by law, the Company undertakes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may
arise after the date of this release.