Martin Marietta Materials, Inc. (NYSE: MLM) today announced that
it has delivered notice to Vulcan Materials Company (NYSE: VMC) of
its proposal to nominate five independent director candidates for
election to Vulcan’s Board of Directors at its 2012 Annual Meeting
and has filed a preliminary proxy statement with the Securities and
Exchange Commission in connection with the proposal. Martin
Marietta’s nominees are proposed to fill the Vulcan directorships
whose terms are scheduled to expire in 2012. The nominees are:
- Edward A. Blechschmidt – Former Chief
Executive Officer of Novelis, Inc. and Gentiva Health Services
- Philip R. Lochner, Jr. – Former SEC
Commissioner and Chief Administrative Officer of Time Warner
Inc.
- Edward W. Moneypenny – Former Chief
Financial Officer of 7-Eleven, Inc., Florida Progress Corporation
and Oryx Energy Company
- Karen R. Osar – Former Chief Financial
Officer of Westvaco Corporation, MeadWestvaco Corporation and
Chemtura Corporation
- V. James Sardo – Chairman of Capstone
Infrastructure Corporation
Ward Nye, Martin Marietta President and Chief Executive Officer,
said, “We believe Vulcan shareholders should have the opportunity
to realize the substantial immediate and long term benefits of an
approximate 58% ownership interest in the combined Martin Marietta
and Vulcan. The nominees proposed by Martin Marietta are
highly-qualified professionals with proven track records and
experience serving on public company boards, and we believe they
will consider our business combination proposal in an independent
manner and in accordance with their fiduciary duties under
applicable law.”
As previously announced, on December 12, 2011, Martin Marietta
commenced an exchange offer in which each outstanding share of
Vulcan will be exchanged for 0.50 of a Martin Marietta share. The
offer represents a premium for Vulcan shareholders of 15% to the
average exchange ratio based on the closing share prices for Vulcan
and Martin Marietta during the 10-day period ended December 9, 2011
and 18% to the average exchange ratio based on the closing share
prices for Vulcan and Martin Marietta during the 30-day period
ended December 9, 2011. Martin Marietta also intends to maintain
the dividend for the combined company at Martin Marietta's current
rate of $1.60 per Martin Marietta share annually, or the equivalent
of $0.80 per Vulcan share annually, based on the proposed exchange
ratio. This dividend rate is 20 times Vulcan's current level. More
information about the offer is available at
www.aggregatesleader.com.
About the Nominees
Martin Marietta proposes to nominate the following five
candidates for election to Vulcan’s Board of Directors:
Edward A. Blechschmidt (59) has led several public
companies as Chief Executive Officer. From 2006 through its sale in
2007, Mr. Blechschmidt served as Chief Executive Officer of
Novelis, Inc., the global leader in aluminum rolled products and
aluminum can recycling. Prior to that, he served as Chief Executive
Officer of Gentiva Health Services, the nation’s leading provider
of specialty pharmaceutical and home health care services from 2000
to 2002. Mr. Blechschmidt holds a BS in Business from Arizona State
University.
Philip R. Lochner, Jr. (68) was employed by Time Inc.
from 1978 through 1990 and ultimately served as General Counsel and
Secretary. From 1990 to 1991, Mr. Lochner served as a Commissioner
of the U.S. Securities and Exchange Commission, before returning to
Time Warner Inc. as Senior Vice President and Chief Administrative
Officer, a position he held until 1998 when he retired from that
company. Mr. Lochner also previously served as a member of the
Board of Governors of the National Association of Securities
Dealers and of the American Stock Exchange. Mr. Lochner holds a BA
from Yale College, an LLB from Yale Law School, and a PhD from
Stanford University.
Edward W. Moneypenny (69) has held chief financial
positions at several large companies, most recently at 7-Eleven,
Inc., a worldwide chain of convenience stores (2002 to 2006) and at
two former Fortune 500 companies, Florida Progress Corporation
(1999 to 2000) and Oryx Energy Company (1988 to 1999). Mr.
Moneypenny holds an MS in Accounting Science from University of
Illinois in Champaign, Illinois, and a BS in Accounting from St.
Joseph's University in Philadelphia, Pennsylvania and is a
certified public accountant (inactive).
Karen R. Osar (62) previously served, from 2004 through
2007, as Chief Financial Officer of Chemtura Corporation, a
specialty chemicals company, and as Chief Financial Officer of
Westvaco Corporation and MeadWestvaco Corporation from 1999 through
2003. Ms. Osar holds a BA from Smith College and an MBA from
Columbia University.
V. James Sardo (68) has diversified international
experience as President/CEO of several publicly held companies or
subsidiaries, including Royal Group Technologies Limited, Moore
Corporation LTD. and Bridgestone/Firestone, Inc. Mr. Sardo holds a
BA from the University of Western Ontario and an MBA from McMaster
University in Ontario, Canada.
Cautionary Note Regarding
Forward-Looking Statements
This press release may include "forward-looking statements."
Statements that include words such as "anticipate," "expect,"
"should be," "believe," "will," and other words of similar meaning
in connection with future events or future operating or financial
performance are often used to identify forward-looking statements.
All statements in this press release, other than those relating to
historical information or current conditions, are forward-looking
statements. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond Martin
Marietta's control, which could cause actual results to differ
materially from such statements. Risks and uncertainties relating
to the proposed transaction with Vulcan include, but are not
limited to: Vulcan's willingness to accept Martin Marietta's
proposal and enter into a definitive transaction agreement
reasonably satisfactory to the parties; Martin Marietta's ability
to obtain shareholder, antitrust and other approvals on the
proposed terms and schedule; uncertainty as to the actual premium
that will be realized by Vulcan shareholders in connection with the
proposed transaction; uncertainty of the expected financial
performance of the combined company following completion of the
proposed transaction; Martin Marietta's ability to achieve the
cost-savings and synergies contemplated by the proposed transaction
within the expected time frame; Martin Marietta's ability to
promptly and effectively integrate the businesses of Vulcan and
Martin Marietta; the combined company's ability to pay dividends in
the amounts anticipated; a downgrade of the credit rating of
Vulcan's indebtedness, which could give rise to an obligation to
redeem Vulcan's existing indebtedness; the potential implications
of alternative transaction structures with respect to Vulcan,
Martin Marietta and/or the combined company, including potentially
requiring an offer to repurchase certain of Martin Marietta's
existing debt; the implications of the proposed transaction on
certain of Martin Marietta's and Vulcan's employee benefit plans;
and disruption from the proposed transaction making it more
difficult to maintain relationships with customers, employees or
suppliers. Additional risks and uncertainties include, but are not
limited to: the performance of the United States economy; decline
in aggregates pricing; the inability of the U.S. Congress to pass a
successor federal highway bill; the discontinuance of the federal
gasoline tax or other revenue related to infrastructure
construction; the level and timing of federal and state
transportation funding, including federal stimulus projects; the
ability of states and/or other entities to finance approved
projects either with tax revenues or alternative financing
structures; levels of construction spending in the markets that
Martin Marietta and Vulcan serve; a decline in the commercial
component of the nonresidential construction market, notably office
and retail space; a slowdown in residential construction recovery;
unfavorable weather conditions, particularly Atlantic Ocean
hurricane activity, the late start to spring or the early onset of
winter and the impact of a drought or excessive rainfall in the
markets served by Martin Marietta and Vulcan; the volatility of
fuel costs, particularly diesel fuel, and the impact on the cost of
other consumables, namely steel, explosives, tires and conveyor
belts; continued increases in the cost of other repair and supply
parts; transportation availability, notably barge availability on
the Mississippi River system and the availability of railcars and
locomotive power to move trains to supply Martin Marietta's and
Vulcan's long haul distribution markets; increased transportation
costs, including increases from higher passed-through energy and
other costs to comply with tightening regulations as well as higher
volumes of rail and water shipments; availability and cost of
construction equipment in the United States; weakening in the steel
industry markets served by Martin Marietta's dolomitic lime
products; inflation and its effect on both production and interest
costs; Martin Marietta's ability to successfully integrate
acquisitions and business combinations quickly and in a
cost-effective manner and achieve anticipated profitability to
maintain compliance with Martin Marietta's leverage ratio debt
covenants; changes in tax laws, the interpretation of such laws
and/or administrative practices that would increase Martin
Marietta's and/or Vulcan's tax rate; violation of Martin Marietta's
debt covenant if price and/or volumes return to previous levels of
instability; a potential downgrade in the rating of Martin
Marietta's or Vulcan's indebtedness; downward pressure on Martin
Marietta's or Vulcan's common stock price and its impact on
goodwill impairment evaluations; the highly competitive nature of
the construction materials industry; the impact of future
regulatory or legislative actions; the outcome of pending legal
proceedings; healthcare costs; the amount of long-term debt and
interest expense; changes in interest rates; volatility in pension
plan asset values which may require cash contributions to pension
plans; the impact of environmental clean-up costs and liabilities
relating to previously divested businesses; the ability to secure
and permit aggregates reserves in strategically located areas;
exposure to residential construction markets; and the impact on the
combined company (after giving effect to the proposed transaction
with Vulcan) of any of the foregoing risks, as well as other risk
factors listed from time to time in Martin Marietta's and Vulcan's
filings with the SEC.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included elsewhere, including
the Risk Factors section of the Registration Statement and our most
recent reports on Form 10-K and Form 10-Q, and any other documents
of Martin Marietta and Vulcan filed with the SEC. Any
forward-looking statements made in this press release are qualified
in their entirety by these cautionary statements, and there can be
no assurance that the actual results or developments anticipated by
us will be realized or, even if substantially realized, that they
will have the expected consequences to, or effects on, us or our
business or operations. Except to the extent required by applicable
law, we undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
Important Additional
Information
This press release relates to the Exchange Offer by Martin
Marietta to exchange each issued and outstanding share of common
stock of Vulcan for 0.50 shares of Martin Marietta common stock.
This press release is for informational purposes only and does not
constitute an offer to exchange, or a solicitation of an offer to
exchange, shares of Vulcan common stock, nor is it a substitute for
the Tender Offer Statement on Schedule TO or the preliminary
prospectus/offer to exchange included in the Registration Statement
on Form S-4 (the "Registration Statement") (including the letter of
transmittal and related documents and as amended and supplemented
from time to time, the "Exchange Offer Documents") initially filed
by Martin Marietta on December 12, 2011 with the SEC. The
Registration Statement has not yet become effective. The Exchange
Offer will be made only through the Exchange Offer Documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER
DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS THAT MARTIN MARIETTA HAS
FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
In connection with the solicitation of proxies for Vulcan's 2012
annual meeting of shareholders (the "Vulcan Meeting"), Martin
Marietta filed a preliminary proxy statement (the "Vulcan Meeting
Preliminary Proxy Statement") with the SEC on January 24, 2012 and
intends to file a definitive proxy statement in connection
therewith (the "Vulcan Meeting Definitive Proxy Statement"). When
completed, the Vulcan Meeting Definitive Proxy Statement and
accompanying proxy card will be mailed to the shareholders of
Vulcan. Martin Marietta also intends to file a proxy statement on
Schedule 14A and other relevant documents with the SEC in
connection with its solicitation of proxies for a meeting of Martin
Marietta shareholders (the "Martin Marietta Meeting") to approve,
among other things, the issuance of shares of Martin Marietta
common stock pursuant to the Exchange Offer (the "Martin Marietta
Meeting Proxy Statement"). INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE VULCAN MEETING PRELIMINARY PROXY STATEMENT, THE VULCAN
MEETING DEFINITIVE PROXY STATEMENT, THE MARTIN MARIETTA MEETING
PROXY STATEMENT AND OTHER RELEVANT MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
All documents referred to above, if filed, will be available
free of charge at the SEC's website (www.sec.gov) or by directing a
request to Morrow & Co., LLC at (877) 757-5404 (banks and
brokers may call (800) 662-5200).
Martin Marietta, its directors and executive officers, the
individuals nominated by Martin Marietta for election to Vulcan's
Board of Directors and such other persons as identified in the
Vulcan Meeting Preliminary Proxy Statement are participants in any
solicitation of proxies from Vulcan shareholders for the Vulcan
Meeting or any adjournment or postponement thereof. Martin
Marietta, its directors and executive officers are participants in
any solicitation of proxies from Martin Marietta shareholders for
the Martin Marietta Meeting or any adjournment or postponement
thereof. Information about the participants, including a
description of their direct and indirect interests, by security
holdings or otherwise, is available in the Registration Statement,
the proxy statement for Martin Marietta's 2011 annual meeting of
shareholders, filed with the SEC on April 8, 2011, and the Vulcan
Meeting Preliminary Proxy Statement, or will be available in the
Vulcan Meeting Definitive Proxy Statement or the Martin Marietta
Meeting Proxy Statement, as applicable.
About Martin Marietta
Martin Marietta Materials, Inc. 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, Inc., refer to the Corporation's
website at www.martinmarietta.com.
Martin Marietta Materials (NYSE:MLM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Martin Marietta Materials (NYSE:MLM)
Historical Stock Chart
From Jul 2023 to Jul 2024