Martin Marietta Materials Shareholders and Texas Industries Stockholders Approve Merger
June 30 2014 - 12:25PM
Business Wire
Transaction Expected to Close
Promptly
Martin Marietta Materials, Inc. (NYSE: MLM) and Texas
Industries, Inc. (NYSE: TXI) today announced that shareholders from
both Martin Marietta and Texas Industries overwhelmingly approved
the proposed combination of the two companies at their respective
special meetings held earlier today.
The results indicate that more than 99% of the shares voting at
the Texas Industries special meeting voted in favor of the proposal
to adopt the merger agreement and more than 98% of the shares
voting at the Martin Marietta special meeting voted in favor of the
proposal to approve the issuance of Martin Marietta common stock to
Texas Industries stockholders.
As previously announced on January 28, 2014, the Boards of
Directors of both Martin Marietta and Texas Industries approved an
agreement under which the companies will combine, with Texas
Industries becoming a wholly-owned subsidiary of Martin Marietta in
a tax-free, stock-for-stock transaction. Upon the consummation of
the merger, Texas Industries stockholders will have the right to
receive 0.70 shares of Martin Marietta common stock for each share
of Texas Industries common stock, with cash paid in lieu of
fractional shares.
Martin Marietta and Texas Industries have now received all
necessary approvals and expect the transaction to close
promptly.
Martin Marietta Materials is the nation's second largest
producer of construction aggregates and a producer of
magnesia-based chemicals and dolomitic lime. For more information
about Martin Marietta Materials, refer to the Corporation's website
at www.martinmarietta.com.
Texas Industries is the largest producer of cement in Texas and
major cement producer in California. Texas Industries is also a
major supplier of construction aggregate, ready-mix concrete and
concrete products. For more information about Texas Industries,
refer to the Corporation's website at www.txi.com.
Cautionary Statements Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
acquisition of Texas Industries (“TXI”) by Martin Marietta, the
expected timetable for completing the transaction, benefits and
synergies of the transaction, future opportunities for the combined
company and products and any other statements regarding Martin
Marietta’s and TXI’s future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not historical facts are “forward-looking”
statements made within the meaning of Section 21E of the Securities
Exchange Act of 1934. These statements are often, but not always,
made through the use of words or phrases such as “may”, “believe,”
“anticipate,” “could”, “should,” “intend,” “plan,” “will,”
“expect(s),” “estimate(s),” “project(s),” “forecast(s)”,
“positioned,” “strategy,” “outlook” and similar expressions. All
such forward-looking statements involve estimates and assumptions
that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results
expressed in the statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements are the following: the parties’ ability
to consummate the transaction; the conditions to the completion of
the transaction; the parties’ ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the transaction; the possibility that the parties may be unable
to achieve expected synergies and operating efficiencies in
connection with the transaction within the expected time-frames or
at all and to successfully integrate TXI’s operations into those of
Martin Marietta; the integration of TXI’s operations into those of
Martin Marietta being more difficult, time-consuming or costly than
expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers)
being greater than expected following the transaction; the
retention of certain key employees of TXI being difficult; Martin
Marietta’s and TXI’s ability to adapt its services to changes in
technology or the marketplace; Martin Marietta’s and TXI’s ability
to maintain and grow its relationship with its customers; levels of
construction spending in the markets; a decline in the commercial
component of the nonresidential construction market and the
subsequent impact on construction activity; a slowdown in
residential construction recovery; unfavorable weather conditions;
a widespread decline in aggregates pricing; changes in the cost of
raw materials, fuel and energy and the availability and cost of
construction equipment in the United States; the timing and amount
of federal, state and local transportation and infrastructure
funding; the ability of states and/or other entities to finance
approved projects either with tax revenues or alternative financing
structures; and changes to and the impact of the laws, rules and
regulations (including environmental laws, rules and regulations)
that regulate Martin Marietta’s and TXI’s operations. Additional
information concerning these and other factors can be found in
Martin Marietta’s and TXI’s filings with the Securities and
Exchange Commission (the “SEC”), including Martin Marietta’s and
TXI’s most recent Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. These risks, as well as
other risks associated with Martin Marietta’s proposed acquisition
of TXI are also more fully discussed in the definitive joint proxy
statement/prospectus included in the Registration Statement on Form
S-4 that Martin Marietta filed with the SEC on Form 424B3 and
Schedule 14A, respectively, on May 30, 2014 in connection with the
proposed acquisition. Martin Marietta and TXI assume no obligation
to update or revise publicly the information in this communication,
whether as a result of new information, future events or otherwise,
except as otherwise required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Martin Marietta Materials, Inc.Anne H. LloydExecutive Vice
President and ChiefFinancial Officer(919)
783-4660www.martinmarietta.com
Texas Industries (NYSE:TXI)
Historical Stock Chart
From May 2024 to Jun 2024
Texas Industries (NYSE:TXI)
Historical Stock Chart
From Jun 2023 to Jun 2024