Martin Marietta Materials, Inc. Receives Hart-Scott-Rodino Filing Second Request in Proposed Combination with Texas Industrie...
April 23 2014 - 5:34PM
Business Wire
Martin Marietta Materials, Inc. (NYSE:MLM), announced today
that, as expected, the Company received a second request as
discussions with the Department of Justice (“DOJ”) continue
regarding a resolution in relation to its Hart-Scott-Rodino
Antitrust Improvement Act filing (“HSR”) in the proposed
combination with Texas Industries, Inc. (NYSE:TXI). The Company is
hopeful a resolution will be reached that does not involve
either the Company’s or TXI’s Texas-based quarries serving the
Dallas/Fort Worth, metroplex, and that provides benefit to both our
customers and our business. While the Company is not in a position
to publicly respond to any specific possible resolution, we believe
any HSR issues will not be material. Further, the Company’s views
as to the DOJ resolution remain the same as they were when the
transaction was first announced and we remain confident the
transaction will proceed on the original timetable with an expected
close this summer.
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.
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, including the receipt of approval of both Martin
Marietta’s shareholders and TXI’s stockholders; the regulatory
approvals required for the transaction not being obtained on the
terms expected or on the anticipated schedule; 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 joint proxy statement/prospectus included in the
Registration Statement on Form S-4 that Martin Marietta filed with
the SEC on March 3, 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.
Additional Information and Where to Find It
In connection with the proposed transaction between Martin
Marietta and TXI, Martin Marietta filed with the SEC a registration
statement on Form S-4 that includes a joint proxy statement of
Martin Marietta and TXI and that also constitutes a prospectus of
Martin Marietta (which registration statement has not yet been
declared effective). INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY MARTIN MARIETTA OR
TXI, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT MARTIN MARIETTA, TXI AND THE PROPOSED
TRANSACTION. The joint proxy statement/prospectus and other
documents relating to the proposed transaction can be obtained free
of charge from the SEC’s website at www.sec.gov. These documents
can also be obtained free of charge from Martin Marietta upon
written request to the Corporate Secretary at Martin Marietta
Materials, Inc., 2710 Wycliff Road, Raleigh, NC 27607, telephone
number (919) 783-4540 or from Martin Marietta’s website,
http://ir.martinmarietta.com or from TXI upon written request to
TXI at Investor Relations, Texas Industries, Inc., 1503 LBJ
Freeway, Suite 400, Dallas, Texas 75234, telephone number (972)
647-6700 or from TXI’s website,
http://investorrelations.txi.com.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, Martin Marietta, TXI and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction under the rules of the
SEC. Information regarding Martin Marietta’s directors and
executive officers may be found in its Annual Report for the year
ended December 31, 2013 on Form 10-K filed with the SEC on February
24, 2014 and the definitive proxy statement relating to its 2014
Annual Meeting of Shareholders filed with the SEC on April 17,
2014. Information regarding TXI’s directors and executive officers
may be found in its Annual Report for the year ended May 31, 2013
on Form 10-K filed with the SEC on July 22, 2013 and the definitive
proxy statement relating to its 2013 Annual Meeting of Shareholders
filed with the SEC on August 23, 2013. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants will also be included in the joint proxy
statement/prospectus when it becomes available.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
MLM-G
Martin Marietta Materials, Inc.Anne H. Lloyd,
919-783-4660Executive Vice President and ChiefFinancial
Officerwww.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