BIRMINGHAM, Ala., Dec. 12, 2011 /PRNewswire/ -- Vulcan
Materials Company (NYSE: VMC), the nation's largest producer of
construction aggregates, today confirmed that Martin Marietta
Materials, Inc. (NYSE: MLM) has commenced an unsolicited exchange
offer to acquire all outstanding common shares of Vulcan Materials
Company at a fixed exchange ratio of 0.50 shares of Martin Marietta
Materials common stock for each share of Vulcan Materials common
stock.
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Consistent with its fiduciary duties and in consultation with
its independent financial and legal advisors, the Board of
Directors of Vulcan Materials will carefully review the proposal
and determine the course of action that it believes is in the best
interests of the Company and its shareholders.
The Board intends to advise shareholders of its recommendation
regarding the exchange offer within ten business days by making
available to shareholders and filing with the Securities and
Exchange Commission a solicitation/recommendation statement on
Schedule 14D-9.
Vulcan Materials shareholders are advised to take no action at
this time pending the review of the proposed exchange offer by the
Vulcan Materials' Board.
Goldman, Sachs & Co. is acting as financial advisor and
Wachtell, Lipton, Rosen & Katz is acting as legal advisor to
Vulcan Materials.
About Vulcan
Vulcan Materials Company, a member of the S&P 500 index, is the
nation's largest producer of construction aggregates, a major
producer of asphalt mix and concrete and a leading producer of
cement in Florida.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. Vulcan Materials
will file a Solicitation/Recommendation Statement on Schedule 14D-9
with the U.S. Securities and Exchange Commission ("SEC"). Any
Solicitation/Recommendation Statement filed by Vulcan Materials
that is required to be mailed to stockholders will be so mailed.
VULCAN MATERIALS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain
free copies of these documents (when filed) and other documents
filed with the SEC by Vulcan Materials through the SEC's website at
http://www.sec.gov. Copies of the Solicitation/Recommendation
Statement and any amendments and supplements to the
Solicitation/Recommendation Statement will also be available for
free at Vulcan Materials' website at http://www.vulcanmaterials.com
under the "Investor Relations" tab.
Forward-looking Statements
Certain statements in this release may constitute "forward-looking"
statements within the meaning of applicable law.
Forward-looking statements are based upon assumptions as to future
events that may not prove to be accurate. These statements
are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict.
Actual outcomes and results may differ materially from what is
expressed or forecasted in these forward-looking statements.
As a result, these statements speak only as of the date they were
made. Vulcan Materials undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
SOURCE Vulcan Materials Company